Things That Change
by The Dragon's Scribe
Summary: Leonardo and Shredder have been bitter enemies. Something happens that may change their lives, and their alliances. Nominated for Best Villain.
1. Prologue

**I could not get this idea out of my head, so here goes.**

**Disclaimer: I do not own TMNT, sadly...**

* * *

Mikey paced worriedly in front of the multiple T.V sets in the lair. He was rubbing his hands and breathing hard, glancing occasionally at Donatello. The brainy turtle was bent over his work table, working on Mikey's XBOX 360. Mikey quit his pacing and hovered over him. "Is my baby gonna' make it?" Mikey asked Don, huffing into his face.

The purple banded turtle shoved him away. "Only if you take a breath mint and stop sucking the oxygen right out of my personal space." Don said in irritation, returning to the gaming console.

"Hey, only I get t'shove Knucklehead aroun' like that." Raphael said, walking into the living room. "Nuh uh, anyone can…wait…" Mikey said, tapping a finger on his chin. Raph grinned and tackled his youngest brother. They rolled on the ground. "Ah! Leo!" Mikey cried, knowing his eldest brother would come to his rescue. Raph sat on Mikey's shell and glanced around for the older turtle.

Mikey had gotten lost in the sewers once, and Leo had gone out to look for him as a worried older brother. They were only toddlers. Leo had found his baby brother, who was miserable and scared. They had walked back to the lair with Leo leading the way. Leo promised his baby brother that he would be there for him no matter what, even if it cost him his life. It was that way for all of his brothers, but with Mikey, it was more so.

Don then began chuckling at the two turtles. "Leo went topside about an hour ago." He chuckled at their stunned faces.

"Why would he do that?" Mikey whined from under Raphael. "Cause' he probably got annoyed by ya' shell'fer brains." Raph laughed, smacking him. "Ow! Leo'll get you good when he gets back! So get your fat shell off me!" Mikey whined.

* * *

Leonardo stood on a rooftop, shrouded by shadows. He was gazing down sadly at couples walking with their children, laughing and smiling. He closed his eyes, fighting back his emotions. "Why do we have to be so different? Why can't humans just accept us for who we are?" He asked, looking up at the moon. It stared coldly at him, shining with its dim light stolen from the sun.

Leo turned away from the humans and walked to the other side of the roof, dropping into the alley behind. He whistled once and two caws answered him. He held out his arm and two ravens alighted upon it. "Kari, Kite," Leonardo said their names, their heads bobbed in acknowledgement. He stroked their heads and they crooned in comfort.

Leo had found them in a nest that had fallen into a dumpster, they were still hatchlings and so he had raised them. They were trained by him, and being the smart birds they were, they learned much.

They suddenly stiffened, trained to react this way when threatening beings were close. Leo's face hardened. "Just what I need right now, someone to fight." He thought angrily. "Rise," He whispered to the birds, they quickly rose into the air. Kite, the male, cawed several times. This meant that there were many enemies nearby. Kari, the female, cried loudly, confirming that the enemies were surrounding Leo.

Leonardo drew his katanas quickly, feeling the threatening presences. "Foot ninjas," He hissed, knowing it could only be them. Silhouettes rose on the roofs surrounding the alley. "This is not a good position; I'm in the kill pit." He muttered, watching the silhouettes' nock arrows on their bows.

Arrows flew from their bows. Leo crouched, presenting a smaller target and spun his katanas quickly, deflecting many of the arrows. A few penetrated his guard, striking his carapace and becoming trapped in his shell. One shaft plunged straight into his right shoulder, making him hiss in pain. Leonardo quickly sprang forward and leaped towards a wall. He bounded off the wall and somersaulted onto a roof, shouldering a few foot ninja out of his way.

Leo rolled to his feet and was immediately surprised and filled with dread. He relived the ambush that occurred after his first big battle with the Shredder in his mind. Scores of Foot ninja were on the roofs surrounding him. Leo knew then, he would not be able to run from this battle alive.

"Sun Tzu never had to deal with this." He thought.

The swarm of ninjas attacked quickly, Leo knew he wouldn't stand a chance against the hordes. He ducked under many swords trying to behead him and sweep kicked the ninjas surrounding him. His shoulder throbbed badly.

A spear made to stab his wounded shoulder, Leo moved forward and the arrow snapped; splinters embedded themselves in the wound. Leo gasped and dropped into a split under more weapons trying to find his heart. He leaped up and somersaulted over the group surrounding him. He landed on the ledge and leapt to another roof, sheathing his left hand sword and took the other sword in his left hand. His right arm hung limply at his side.

Leonardo sprinted forward, slashing through the crowding ninjas. He leapt up and hopped from head to head until he dropped into an alley with a manhole. Leo dropped his katana and tugged the manhole cover off with his good arm.

He quickly rolled out of the way of a sword plunging into the ground next to him. Red liquid covered his shoulder, making Leo realize just how bad his wound was. A screech made his attacker look up to see an angry raven fly onto his face, clawing his eyes out.

"Kari, rise!" Leonardo ordered the raven, not wanting her to get hurt on his behalf. She obeyed, and rose up high.

Leo picked up his katana and rolled forward, just barely dodging a spear. Ninjas began dropping onto the ground, surrounding the wounded turtle. He rose onto his feet with his mouth set into a grim line. They circled him like hungry wolves. One broke from the circling horde and slashed down with expert precision.

Leo brought his sword up to deflect the attack before turning, bringing his foot around the ninja's ankle and pulling. The ninja hit the ground hard; Leo kicked him away before turning to meet his next opponent.

The blade came fast, Leo moved aside and it cut through his sash. His sword sheathes fell to the ground. Blood welled from the small cut inflicted on his plastron. Leonardo sidestepped around the ninja and struck the base of the skull with the butt of his katana.

A chain suddenly wrapped around his left wrist. Leo tugged hard, bringing the ninja holding the chain to the ground before whipping it out of the ninja's hands and into his surrounding opponents.

Half of them fell back with a sickening crack as the chain cracked their skulls. Leo whirled around to meet five katana wielding Foot Tech Ninja. They pressed the buttons on their chest and disappeared. Leo backed up against a wall; he had fought them alone before and defeated them. That time, though, it was raining and he could make out their silhouettes just barely. Even then, he could hear the rain hit them. This time, the rain was not here to help.

Leo closed his eyes, preventing his vision from distracting him, and listened for them. He ducked underneath a stab to his chest and kicked the invisible ninja's midsection. The ninja grunted and flew into another ninja. Leo listened closely, but no sound came to him.

A kick to his chin sent him onto his shell. Leo rolled aside, dodging a katana that would have stabbed his solar plexus. He rose onto his feet quickly, listening for the sound of footfalls.

Again, no sound reached him until it was nearly too late. Leo sidestepped and a katana, that would have taken his arm, slashed the skin off his left arm's bicep, leaving gleaming red flesh. Leo embedded his katana halfway to the hilt in the same ninja's abdomen. Leo quickly slashed through the ninja's body and through another one.

Both ninjas' torsos slid off their waists and onto the ground with a meaty smack. Leo cursed himself for having to go to such measures for his own self defense. The last ninja brought his katana across the calf on Leo's left leg. The turtle crashed onto his right side, hamstrung in his left leg. He swiped his katana across the ninja's gut.

The ninja gurgled, dropping his katana. He tried to keep his intestines from falling through the opening in his gut, but they fell onto Leonardo's plastron followed by the ninja himself.

Leo panted and dragged himself out from under the ninja, wiping spattered blood off his face. A very audible thud came from behind the katana wielding turtle. He turned his head and sucked air through his clenched teeth. Standing there was the Shredder himself, encased in his metal armor. "Ah, Leonardo, how the mighty have fallen," He said. Leo leaned against the alley wall and dragged himself onto his feet. He stood on his right foot and had his left foot held above the ground, not putting any weight on it.

"I have not fallen, as long as honor for my family still remains intact, Shredder."

"Honor is nothing, honor is not physical. I would have expected better of you, Leonardo." Shredder said. "But, I have not come here to insult you. I would give you one last chance to join me, Leonardo."

Leo glared at him. "Never! I would never join a murderer like you!" He spat angrily. The Shredder nodded. "Then, I will beat the location of your home out of you. Your family of freaks will die slowly!" Shredder said. "Elite Foot Ninja, attack!"

The four ninja dropped from the roof, surrounding Leonardo. The turtle immediately felt Déjà vu. He had been in this situation twice before, and the first time he had nearly been killed.

Leonardo immediately blocked a blade coming for his head. He dropped into a crouch and kicked the ninja's shin. A cracking sound along with a moan of pain followed, the ninja's leg was now broken. Leo's own left leg was not much better; he was standing precariously, as if he might topple at any given moment. The remaining three ninjas struck at different angles at the same time. Leo blocked the forked halberd with his katana and sidestepped the axe.

The staff with blades on both ends got to him. It plunged straight into his abdomen. The ninja quickly pulled it out and jabbed it back in twice. Leo blinked once before falling to the ground, his katana clanged beside him. Blood began pooling around him.

Leonardo shuddered; he weakly groped for his katana with his left hand, leaving bloody smears on the ground. One of the ninja stepped hard on his wrist, making a cracking noise.

The ninjas parted, allowing their master to near the wounded turtle. The Shredder picked up the wounded Leonardo by the throat. He received a kick to the solar plexus from Leo. The Shredder growled menacingly before slamming the turtle into a wall.

Leo groaned pitifully. Shredder tossed him at a dumpster, denting the metal bin. Leo hit it and fell onto his plastron. He struggled to his hands and knees.

"I grow weary of this foolishness!" Shredder snapped, kicking Leo hard. "Hun, get this filth to the tower! Foot Ninjas, search the vicinity for his ilk!" The Shredder ordered before leaping up onto the roof.

Hun dropped from the roof and picked Leo up by the edge of his shell. The turtle struggled in his grip. Hun held him against the wall and with his right fist he punched Leo's abdomen multiple times. Leo remained silent through it all after the first two hits, his head hung low. Hun was not satisfied with this.

Hun held Leonardo out at arm's length and punched his snout harder than he had punched his abdomen. Blood flew from Leo's mouth and more streamed from the corners of his mouth.

Hun threw the half-dead turtle over his shoulder and walked out of the alley towards a dark van. He opened the back doors and hurled Leo in. The turtle didn't make a sound as he hit the floor of the van. Hun got in after and closed the doors. "Get us back to the tower. The Master won't be happy if we're late." Hun said to the driver.

Two ravens flew high above the van, crying mournfully, as many ravens had before.

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**A/N: Well, I hope this turns out as it has in my head. Please review and tell me what you think.**


	2. Chapter 1

**Disclaimer: I still do not own TMNT.**

* * *

Raphael came into the living room of the lair. "Where the shell is Fearless? He was supposed t'be back two hours ago! The idiot must be jumping around up there…" Raph was muttering to himself. In truth, the temperamental turtle just felt like fighting with someone. He was bored and was still grounded from going topside. He would have gone up earlier, but Leo was up there and would probably tattle on him like a good little kiss ass.

Raph moved into the dojo, he began pounding on his punching bag immediately. The chains holding it rattled crazily with the beating he dished out on it. "Raphael, where is Leonardo?" Master Splinter asked, coming into the dojo. "That bum went topside, Sensei." Raph said.

"Raphael, you should treat all of your brothers with the same respect you show me." Master Splinter reprimanded. Raph sighed. "Yeah, I guess so, Sensei. But why does Leo gotta' nag so much? I mean, it'd be normal if it was just maybe once a day. But Leo's on our shells 24/7, Sensei. I mean, it's irritatin'." Raph said.

Master Splinter walked towards his son and placed a hand on Raphael's shoulder. "My son, your brother is only worried for you. Leonardo has placed your lives above his own, despite his instinct for survival. Raphael, he needs you there for him. He has placed the burdens of the world upon his shoulders; you must be there for the day he will be crushed beneath the world's weight." Master Splinter said sagely.

Raph shook his head. "He doesn't need me Master Splinter, he's Fearless. Leo doesn't need any help, he's a trained master." Raph muttered. "Raphael, he is your brother, despite what you would think of him." Master Splinter said.

Raphael sighed and rubbed the back of his head. "I know, Sensei." Raph looked like he wanted to say something else, but instead he remained silent.

* * *

Leonardo awoke in darkness. His wrists were raised high above his head, shackled. Leo tried moving his legs; his left leg was numb and unresponsive.

He assessed that his wounds had been dealt with, otherwise he'd be dead. Leonardo tried to penetrate the dark with is ninja trained eyes.

A blinding light was turned on, the rays hitting his sensitive eyes. Immediately he heard something crank and a burning sensation started in his shoulders. Hun's silhouette became visible in the blinding light. Leo gritted his teeth in anger. He recognized what he was shackled to: it was a rack.

He narrowed his eyes to slits, glaring at the figure of Hun. "I won't give into your tortures. You can't break me. I will not be broken." Leo stated. "You will." Was Hun's reply, and the cranking began.

Leo's arms went rigid, reddening at the joints. Soon his legs were aching as well. Leo ignored the pain and concentrated on his inner sanctum. A loud pop alerted him to his right shoulder dislocating. The pain multiplied instantly. Leo glanced at his shoulder. "I acknowledge this pain, but it does not bother me." He thought, closing his eyes again and focusing on his heartbeat, his breath, and anything in his body that was not in pain.

Then, his knee popped, dislocated from his femur. His left wrist popped along with his left ankle.

Hun glared in disbelief, the turtle should've broken down from the pain by now. Instead, Leonardo seemed even more determined. Hun growled lowly, not pleased by the results. He cranked the rack even faster. Leo focused on an inner flame, slowly growing larger. Loud pops echoed. His arms were dislocated at the elbows and shoulders along with his wrists. Hun stopped cranking it and turned to see Leonardo with his eyes closed, deep in meditation.

_Leonardo held his head in his hands on the Astral Plane. His bodily pain was reaching his mind slowly. Leo shook his head, trying to rid himself of the pain._

"_Father!" He called. There was no answer. "No, I'm not strong enough!" Leonardo whispered in defeat. He cringed in pain suddenly, returning to his body, leaving the sanctum of the Astral Plane._

Leo gasped, in pain and surprise. He cracked his eyes open to see a foot ninja standing in front of him. The ninja unshackled his wrists and ankles from the rack and Leonardo dropped onto the floor. He hit the ground on his plastron, his arms and legs ached numbly. His eyes fluttered shut as he was turned onto his shell.

The ninja began popping his joints back into place and changed the dressing on Leonardo's bicep and abdomen. Two other ninjas came and picked up the turtle by his arms. They dragged him towards a large sarcophagus depicting an Asian maiden. They stood him up onto his feet.

One of the ninjas backhanded the turtle's face. Leo's eyes flickered open. The two ninjas pushed him into the sarcophagus. Leo immediately threw his arms out and grabbed the sides of the container. He knew this was an Iron Maiden, a torture where spikes were shoved into his body when the door closed. He struggled against the ninjas combined power, but they were too strong for him in his weakened state. He was pushed in and they quickly shut the door, locking it.

The spikes were driven into his abdomen, arms and shell. He breathed with a ragged gargle. The spikes were meant to hurt to an agonizing extent, but they would not kill him. Leonardo had done his own research on different torture methods after Donatello was tortured by the Triceratons. Leonardo had prepared himself for any torture methods their enemies might have used, he was glad he had done so.

Blood dripped from where the spikes had entered his body. He was in complete darkness within the Iron Maiden, he could smell and hear the blood drip from his body. Leo groaned, shifting uncomfortably on the spikes. He leaned his forehead against the metal of the Iron Maiden huffing painfully.

* * *

Michelangelo hooted and pumped his fist up in the air from the couch as he beat the high score on a game. "The Turtle Titan does it! Once again!" He hooted jumping up and down on the couch with his controller in hand.

"Mikey, that's like t'five hundredth time ya' beat yer' own high score!" Raph grumbled from the kitchen. "Actually, Raph, it's the four hundred ninety eighth time he's beaten his own high score, but that was pretty close." Donatello corrected from his laptop while he sat next to Mikey on the couch, bouncing slightly from the hyperactive turtle's antics.

"Yo, Donnie, how long's Fearless been out?" Raph asked, coming into the living room with a can of soda in hand.

The brainy turtle checked the clock on his laptop and his eye ridges shot up in surprise. "Guys, Leo's been out for four hours." Don reported. Raph's face hardened. Mikey stopped jumping and stared at Donatello. "That's it; I'm going to go look for him." Raph said, turning to leave the lair.

A hand was placed on his shoulder. "Not alone." Mikey said. "Let me see if I can trace the signature on his shell cell." Don said, pulling out his own. "Call us when you find him." Mikey said, and the two turtles quickly exited the lair.

Raph jumped onto a roof. He searched for any signs of his eldest brother, but found nothing again. He growled in impatience before tapping the ear bud on his head. "Mikey, have ya' found anything?" Raph asked. Static answered him. "Mikey?" Raph asked again, static answered again. Raph's heart skipped a few beats. "Mikey?" He asked.

"I'm here, don't get your shell in a knot." Mikey answered.

Raph growled and fisted his hands. "Look Bonehead, I ain't in the mood fer'-" Raph growled.

"Raph, stop, I think I found something. I'm in an alley by the building that Leo always mopes around." Mikey said. Raph immediately calmed. "Alright, I'm on my way." Raph answered.

* * *

Mikey crouched, inspecting deep footprints not much different from his own with a small puddle of blood. Raphael dropped next to him. He noticed the blood and footprints. "Leo usually never leaves footprints…not unless he's been chased." He said, trying to ignore the small puddle of blood. He turned to the silent Michelangelo.

Mikey stood up and jumped onto a fire escape, quickly reaching the roof. Raph followed him silently. They noticed half an arrow on the ground surrounded by blood droplets. Mikey picked it up and studied the direction the droplets hit the ground and turned towards the edge of the roof.

Plenty of blood covered the other rooftop. The two turtles jumped onto the other roof and soon found a blood trail leading towards the edge of the roof. They looked over the edge and both froze in fear. Lying on the ground was Leonardo's katana sheathes. Their eyes were on the katana lying in a pool of blood. "No…" Raph whispered. Mikey dropped into the alley and quickly picked up the items, hugging them to his plastron before he fell on his knees shaking uncontrollably.

"Guys, did you find anything?" Don's voice asked on their communicators. "Don…Leo…he-he's been ambushed. We didn't find him but…we found his swords…" Raph said. Donatello was silent. "Come back to the lair, I found his location…but we'll have to plan how to get him out…if he's still-" Don said.

"Don't you dare say it. Leo's too stubborn to die! He wouldn't break the promise he made!" Mikey snapped with a raspy voice. "Okay, Mikey. Just come back to the lair. We'll get him out." Don said.

"Where is he?" Mikey asked.

"I'm not going to tell you if you're going to go barging into the place. Can you promise me you won't do anything stupid like that?" Don asked.

"Promise." Mikey said, wincing at the word. "He's at Foot Head Quarters." Don said, he sounded like he had something in his throat. "I-I'm going to go tell Master Splinter." He said, and broke off from the COMM link. Raph dropped next to Mikey and put a hand on his shoulder. "Come on bro', we gotta get back t'the lair. More of the Foot goons could be hanging aroun'." Raph said, trying to get his baby brother to stand. Mikey nodded sulkily and stood up.

Mournful cries made them look up to see two ravens circling them from high above. The ravens kept up the long mournful cry.

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**A/N: Thanks for reading and reviewing, I really hope you like how this turns out. As for you, awesome reviewers, here's something I'd like to say:**

**To Siren81: Thanks for sticking with my stories, it makes me feel appreciated as a writer. (Even though I only have two fics so far...) And I agree, everything bad has to happen to Leo for some unexplainable reason. Maybe people just like to torture his character to the point of anguish and angst. Don't worry though, Raph's not going to be forgotten, I'll make sure of it. My friend would kill me if I forgot him for one...**

**To DragonMasterOf10: Thanks, I too love stories with our poor Leo being NEARLY beaten to death. I enjoy your stories, and I hope you're enjoying mine. I'll update every chance I get, and hopefully you'll do the same. And if Leo IS reading this, I hope he doesn't come after me wth that season 4 rage! Yikes!**

**To Necro13: Thank-you for noting my plot as an interesting idea. I appreciate it, I'm hoping this will be different from most Leo and Shredder fics. I also hope you will continue reading and reviewing.**

**To Unknown: Anonymous reviewer, thank you for reviewing. I agree that there isn't enough of Shredder in the fics lately. I do like to keep the original enemy in my stories. *rubs head* Ah heh, Shredder and Leo are as bitter as a Raph on a bad day.**

**To tmnt fan-duh: Muchos gracias, I haven't seen anyone write anything in spanish on here. It reminds me of home. Keep reviewing, por favor, and I'll keep updating.**

**I'll continue ASAP, so if you're reading still, thanks. ;P **


	3. Chapter 2

**Disclaimer: I don't own them, now on with the story.**

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Leonardo was leaning on the spikes that were still shoved into his body within the Iron Maiden. He was too tired to stand within the small confines of the Iron Maiden. He had lost count of how long he'd been in the Iron Maiden, too tired to even meditate. He was getting tired of thinking the words: Iron Maiden.

A creak of metal on metal rang loudly. Leo cracked his eyes open and the spikes were ripped out of him quickly. He gasped in pain and toppled forward, sprawling outside of the Iron Maiden.

Hun grinned down at Leonardo. A team of two medics quickly dressed his wounds and inserted a syringe into the crook of his elbow. A clear liquid quickly entered his system. The medics then packed up their medical supplies and exited the chamber.

Hun threw Leo over his shoulder and walked over to another product of the twisted minds of humans. Hun dropped Leo on his plastron onto an iron bed. Metal cuffs were immediately restraining the turtle. Hun grinned at him and lit a match. Leo didn't recognize this torture. He studied it with tired eyes.

It was just an iron bed raised about four inches off the ground. Hun brought the match underneath the bed and lit something. He quickly moved away from the metal. Leo immediately felt the effects.

The metal under his body began reddening with the heat. Leo tugged at the cuffs; he knew what was going to happen now. Fierce burning pain shot through his entire body as the heat finally reached him. He ground his teeth together in pain. The smell of burning flesh reached his snout.

Leo strained to get his face away from the metal, his snout hovered mere centimeters from the red metal. Hun slammed Leo's head against the red hot metal. Leo screamed and the sound of hissing flesh remained even as the scream died out.

* * *

Donatello sat at his computer, tapping away at the keyboard rapidly. He was focused intently upon the monitor. Raph stood behind him gripping his sais tightly. Don tapped one more key. He sighed in relief. "Okay, I'm in." Donatello announced.

He linked into their COMM system. "Okay, Leo's still alive from what I can hear, and they'll be taking him to Shredder soon."

"We can go through the ventilation system on the third floor then get to the top when they take him to their Master; we'll just need the get the helicopter nearby and…" Don began before face palming himself. "Stupid, stupid, stupid…" Don muttered.

"Ya' just realized we could fly to the top huh?" Raph asked. Don sighed and nodded. "Well…that makes a bit more sense…" Raphael added.

"Less talking, we need to hurry up." Mikey said from behind them with his arms crossed. "Geez, Mike, you're acting more like Le-oh…" Raph began. Michelangelo glared at Raphael and moved into the dojo, preparing for the fight. "The sooner we get Leo home, the better. So we can't be taking our vengeance on Shredder, Leo's probably in pretty bad shape so…no screwing around okay?" Don said, glancing at Raph and Mikey who was walking back into the living room.

"Yeah, we get it Don, let's just go get Leo." Mikey huffed in irritation.

* * *

Leonardo was dragged down a hallway by two Foot ninjas. The side of his face was scarred badly by the fire. His plastron had darkened to a gray from the same torture. His abdomen was rewrapped and all his equipment was gone.

A large set of doors opened to them. They dragged him in front of an altar and dropped his torso on the floor before bowing and returning to the exterior of the room. A clunking of metallic boots made Leo look up to see the Shredder standing behind the altar in his armor.

"You still have not given up the secret of your home." The Shredder said. Leo glared at him, his strength returning at the sight of his enemy. Shredder turned his back to Leonardo and plucked a sword off a rack behind him. He walked around the altar and stood in front of Leo, brandishing the sword. It looked very familiar to Leo.

"Do you recognize this? You and your band of freaks tried to destroy it. I reforged it from the pieces I found in the debris of that explosion. This is the Sword of Tengu." Shredder said, bringing the sword to life with its crackling blue energy.

Leo stared with his mouth in a grim line. He suddenly leaped and tore the sword out of Shredder's hands. The sword began burning the skin of his palms, Leo ignored it. Leonardo used the sword's power and blasted the Shredder through a screen and into the Japanese rooftop garden.

Rain pelted the two combatants, lightning flared in the sky, and dark clouds swirled angrily like the two opponents on the rooftop.

Leonardo limped after him, blasting the Shredder once again. The large human crashed into a statue and stood up from the rubble with a roar. He ran at Leo with startling speed.

Leonardo blasted the sword at Shredder again, this time the Shredder leapt over the blast and drop kicked Leo.

Leo hit the ground hard, the sword clattered and rolled out of his hands. Shredder grabbed his throat and swung him into a statue. The statue crumbled as Leo's carapace struck the limestone. The wounded turtle slowly stood from the rubble, panting. Shredder bent over to pick up the sword, Leo landed his own drop kick and the Shredder went flying forward into a pond.

He picked up the sword and blasted the Shredder's chest. Shredder growled and shot forward punching and kneeing Leo's abdomen. Leo dropped the sword, smoke drifting from his hands. The only thing keeping him up was the Shredder's kneeing and punching.

Shredder gave Leo a fierce uppercut. The turtle flew upwards and landed in the pond face first.

The Shredder picked up the sword and stood over Leo as the younger ninja struggled onto his feet. Shredder brought the sword down upon Leo's head. The young terrapin warrior brought up his hands and trapped the burning blade in a sword catch. The two shook in a power struggle, they both knew the Shredder would win this.

A bolt of lightning flared brightly and struck the Shredder's metal suit. The lightning channeled from Shredder through the Sword of Tengu and into Leonardo. The two warriors shook in uncontrollable spasms, Shredder roaring while Leo screamed.

Both dropped from their previous positions and remained prone on the ground, smoke drifted from both bodies.

A helicopter rose up close to the Japanese garden. It landed on the helicopter pad. Three figures dropped from the pad and into the Japanese garden. They circled the two still figures near the pond. "Whoa, Leo put up a fight…" Raph whispered, eyeing the Shredder's still form. He sucked in a breath at the sight of Leonardo.

"Shell, is he gonna' make it Don?" Raph asked. Don knelt next to the unconscious Leo. "They took care of his wounds, but it looks like Shredder beat the shell out of him up here." Don then turned Leo's face so his eyes could inspect every detail. The three turtles gasped in shock of the severe scarring on the left side of his face. "Okay, let's get him onto the copter. Raph you carry him from the shoulders, gently, and Mikey you get him by the legs. Careful, he looks a lot better than he really is." Don was saying.

"What about the Shredder?" Raph asked. Don glanced at the prone figure. "Leo did him justice, he's finished." Don said. "For now, he'll be back like always." Mikey huffed.

They moved the wounded Leo into the copter and they departed from the tower quickly.

Shredder slowly stood up from the ground on shaking legs. He groaned. Foot ninja flooded into the Japanese garden. "Master!" Hun cried, shoving through the Foot Ninja. Shredder stared at them all. He was surrounded by his loyal soldiers. "Bring the medics!" A female voice called, moving through the crowding ninjas. "Karai," Shredder thought as he stared at his daughter who was making her way through the ninjas.

A migraine struck him hard, and the next thing he knew, he was on the ground out cold.

* * *

**A/N: And now the plot takes over. Here's something weird: this story came to me in a dream! I actually thought it was reality...then I woke up. Ah, life can be a bitch, can she not?**


	4. Chapter 3

**Disclaimer: If I owned them, I wouldn't have a disclaimer.**

**(Note: The Shredder is not an utrom. He's still the Shredder from 2k3 series but he's human.)**

* * *

**Two Weeks Later**

Shredder woke in a bed; he was no longer in his armor but in regular clothing. He opened his eyes and immediately narrowed them in suspicion. He quickly stood up from the bed and immediately fell forward, lacking his usual grace and balance. He caught himself before he hit the wooden floor. He observed his surroundings. He was in a simple room with just a bed, dresser, nightstand, and was decorated with traditional Japanese paintings on the walls.

His eyes widened and he glanced down to inspect his body. He gasped as he stared. "No, this is impossible!"

* * *

Donatello came out of Leo's room with a tired expression. "Leo's stable now, but he probably won't be up for a few more days at least." Don said stepping down from the stairs. The other two turtles sat on the couch and Master Splinter sat in his armchair.

"Can I go see him again?" Mikey asked. Don nodded and Mikey moved past him, up the stairs. "How bad was it Don?" Raph asked with worry. "They put him through some intense stuff Raph. His whole plastron is burned and it looks like some of his joints have been dislocated more than once. He's got puncture wounds everywhere. His left leg is hamstrung and that burn on his face is permanent. It looks like the Shredder got him good with the Sword of Tengu; he's been electrocuted pretty badly. His arms are still a little jumpy. On the plus side, he'll live and the tortures were just meant to cause pain, not maim." Don said.

Master Splinter sighed. "Leonardo should not have gone through something like this at his age." Master Splinter said sadly. Don and Raph nodded solemnly in agreement. "Guys! I think he's waking up!" Mikey called. Don's eye ridges shot up. "That shouldn't be possible…" He whispered but was glad at the news. The other family members moved up the stairs to Leonardo's room.

Sure enough Leo was sitting up on his futon and he was studying everything in the room. He noticed his family standing at the door and stared at them coldly. "Leo, you feeling okay," Don asked, moving closer to his oldest brother. The older turtle glared at him. "What do you think?" Leo snapped.

Mikey immediately knelt next to Leo and hugged him. Leonardo shoved him off quickly. Mikey stared at him with surprise. "What'd I do?" Mikey asked, hurt by Leo's response. Leo just folded his arms across his plastron. "Keep away from me." Leo said. Mikey stared in confusion and walked out of the room.

Raph glared at Leo. "Ya' know you don't have t'be such a jerk just 'cause ya' got uncomfortable. Mikey was worried 'bout ya'." Raph snapped. Don looked uncomfortable. "Raphael, Donatello, go spend your time with Michelangelo. I must speak with Leonardo in private." Master Splinter said. Leo looked more so irritated by Master Splinter wanting to talk to him.

* * *

Mikey was in the dojo beating the punching bag harder than Raph will on a bad day. Raphael and Donatello moved into the dojo, watching Mikey. The chains holding the bag up snapped and the punching bag hit the ground. Mikey sat on the ground and hugged his knees close to his plastron, rocking. He shook with sobs. Don walked over and sat next to Mikey, hugging him. Raph followed Don's example soon. "Why does he hate me?" Mikey asked between sobs. "Leo doesn't hate you, Mikey. Leo's just been through a lot. He was tortured by the Shredder, I'm sure he'll be back to normal in a little while." Don assured Mikey. "Yeah, everything's going to be fine, bro'." Raph said.

* * *

Master Splinter closed the door to the bedroom and studied his eldest son. "Yes?" Leo asked. "My son, what did the Shredder do to you?" The aged Sensei asked. "Why the hell would it matter to you?" Leo asked. Master Splinter arched an eyebrow, surprised. "You answer a question with a question." Master Splinter said. "I do not answer those who are inferior to me." Leo retorted.

Master Splinter stared at his son, stopping himself from punishing his child. "What has happened to you? It is as though you are an entirely different person."

Leo glared at his Master. "Nothing has occurred, and I am still myself, rat."

"No, my son, you are not yourself. Meditate upon this." Master Splinter said, turning towards the door. "You are not my Father, stop acting like one." Leo snapped.

Master Splinter froze and stared at his son before opening the door to his room and leaving the turtle to himself.

* * *

Shredder shook his head and stared at his hand again. "This can't be happening…" He muttered, rising onto his feet. Oroku Saki kept his balance this time. He turned towards a mirror and stared at the face looking back at him. He held his head in his hands and sat down on the bed again. "I'm having a really bad nightmare…Yeah, that's it." Shredder said, but knew it wasn't true. He turned back to the mirror and wanted to break it. "No, seven years of bad luck…I've already got twice that amount now." He muttered.

"How is this even possible?" He asked himself.

"Master Saki, are you awake?" A voice asked behind a screen. Shredder looked around the room and nearly slapped himself at his stupidity. "Yes, but I require time alone." Shredder answered. "I wonder if I'll lose all my memory. I'll think of myself as…this…" Shredder thought. He shook his head and moved in front of the mirror, glaring at the reflection.

"I can't believe this…" Shredder said, shaking his head in denial.

* * *

Master Splinter moved down the stairs and met the stares of his three sons. "Did Leo just say what I heard him say, Sensei?" Raph asked angrily. Master Splinter held up a hand. "Raphael, control your anger. Leonardo is not himself; I fear something grave has happened to him. He will need all of your help if he is to recover from whatever the Shredder has afflicted him with." Master Splinter said.

Michelangelo moved forward and hugged Master Splinter. The elderly rat returned the embrace. Raph and Don smiled and joined them.

"Master Splinter, despite what Leo has said, I know for a fact you're our father." Don said. "Not just our father, but our dad." Raph added. Mikey chuckled, returning to his former happy self. "Raphie boy, a father is the same thing as a dad. I think you should read the thesaurus." Mikey chuckled.

Raph reached over to smack the younger turtle, who neatly dodged the hit and ran off laughing. "Hey! Come ova' here, Chuckle head!" Raph shouted, chasing after his baby brother.

Don and Master Splinter stood watching the carnage unfold. "Well, Sensei, I'd say there's a ninety nine point nine percent chance that something is going to break."

Don sighed. "There's also an eighty seven percent chance that Leo may have been traumatized by whatever the Shredder did, and this is a feed back response."

The Sensei smirked. "Yes, Donatello, but the remaining chance always remains." The sound of something shattering reached them. "That does not mean the remaining chance will always be correct. And that, my son, is why you must always have a Plan B."

* * *

Shredder cursed the mirror and sat down on the bed once more. He sighed and cradled his chin in his hands with his elbows resting on his knees. "Why does everything bad have to happen to us?" He asked himself.

"Master Saki, are you still in need of privacy?" A voice asked. "Yes!" Shredder snapped and immediately felt bad for being so rude. He turned back to the mirror and glared at the face trapped in the silver glass.

"Why can't you just stay out of my life?" He asked the face in the mirror. It stared back at him coldly, mocking him.

Shredder pounded the heels of his palms against his forehead, cursing himself. He finally stood up and glared at the mirror. "Damn you. Damn you." He whispered at the mirror. "I'm not you. My name is not Shredder. I am Hamato Leonardo." He breathed.

* * *

**Dun! Dun! Dun! I bet all of ya' already saw it coming…uh…if you totally didn't see this coming, could ya' tell me? I'd just like to know if I could hold this secret till the end of this chappy. Not much of a chapter…though I hope you enjoyed it. Thanks to the reviewers! Every review motivates me, so keep on reviewing and I'll keep writing. I smile veeeeerrrrry big every time I read a review (Just ask my friends, I do). **

**I know a certain reviewer already mentioned the "mind swap setup". Well you were right, and I must say I can not keep any good secrets in writing stories...**

**Thanks to my good friend Miguel for getting me to move along and for listening to my irritating conversations, so yeah…um…I think I'll write some more…**


	5. Chapter 4

**Disclaimer: I do not own the TMNT or the other characters affiliated with TMNT, unless it's an OC... Bummer.**

**I found a few fitting songs for this fic, they helped me write this so here they are: Outside by Staind and Mad World by Andrew Micheal (the version from Donnie Darko). I know they're not very fast paced and don't quite capture the mood, but if you listen to the lyrics you'll hear the meaning.**

* * *

Shredder found himself exiting the room quietly. He had come to terms with reality. He had already mulled over many things concerning his "change". He was confused and definitely disgusted by his new body.

The teenager within him had actually contemplated throwing himself out of a window to rid him of the body he was occupying. Shredder had later dismissed the idiotic ploy and thought of other things far more important than his discomfort.

He thought of his family. How would they react if he tried to reach out to them in his new form? Shredder shook his head and walked down a hallway, chin in his hand while he contemplated.

He would not be able to go back home anytime soon. Not as the Shredder. He suddenly froze, hands dropping at his sides. "Shredder's in my body! He'll kill them all!" He thought, holding his head in his hands. Shredder shook his head. "No, they can defend themselves…" He said hopefully. Shredder, however, knew how the advantage of surprise affected most battles.

He also knew how badly his former body had been wounded. He had time to warn his family. He groaned as another migraine attacked his throbbing head. This was already the seventh time today.

"Master?"

Shredder turned to see Karai walking towards him. "The medics said you would not be up until tomorrow." She said, bowing before him. Shredder stared, his heart pounding. "She'll know I'm not him." He thought franticly.

Leonardo stared at his hand. He was wrapped in bandages, lying on his futon. "This is displeasing." He thought to himself, considering his new body. "Unreal, surely, but useful…I can finally end these freaks without any repercussions, this time I will finish them." He thought, he clenched his fist and a spasm made his arm jump. He glared at his limb with venom.

"No matter, I will control this inconvenience. Then, I will finish them." He said, and closed his eyes. He knew that his newly found family would not strike their brother.

Shredder stared down at Karai and brought up all memories he had of Shredder and Karai's conversations. He then knew what to do. "The medics have done their job well, Karai. Follow me; we have many matters to discuss." Shredder said and turned to walk up the hallway. Karai followed his brisk pace.

"Father, are we to attack the turtles?" Karai asked. Shredder pretended not to hear her and walked on. He truthfully had no idea where he was going. Shredder was following his intuition, which told him to continue down the hallway.

He slid a screen door open and was amazed, although he did not show it, to see his main chamber. He stepped in and turned to see his daughter close the screen doors behind them. She knelt before him expectantly, waiting for him to speak. Shredder's eyebrow twitched uncomfortably, she didn't notice.

"Stand, Karai." Shredder ordered. The young woman slowly rose. Shredder placed a hand on her shoulder.

"Karai, I remember little over the time I have spent with the medics, refresh my memory as to the last operations and other recent news." Shredder said, turning away from her to walk over to the banners with his clan symbol.

"The search for the turtle's lair has continued. There is a new shipment of supplies coming in; they are to be stolen tonight by your previous orders." Karai said before adding, "The mayor has wanted to speak with you."

The Shredder folded his arms and turned around to face Karai. "My previous orders are to be overruled. We will not lower ourselves to thieves. Schedule a meeting with the mayor sometime today. Send in a squadron of our highest ranked ninjas, prepared for battle. As for the turtles, call off the search for their home and begin a search of the rooftops for them. If they are found, no harm is to come to any of them. However, if Leonardo is seen, capture him and bring him to me as unharmed as possible." Shredder ordered.

"Would it not be simpler to just take their home, Master?" Karai asked.

Shredder narrowed his eyes and shook his head. "We will not do so unless we have run out of options." Shredder said, and dismissed Karai. She bowed and moved out of the chamber.

Shredder moved towards a red tatami mat and sat in lotus position on it. He closed his eyes and began a meditation. He brought both hands in front of him with his palms pressed together. In his mind's eye he brought up the image of a flame.

The flame was his focus of meditation, his and his alone. The flame was unique; it was blue and shot out sparks of red, orange, and purple. He had made it this way, it resembled his inner core.

A shuffling of near silent feet stirred him from his meditation. Shredder opened his eyes to spot several of his ninjas kneeling before him. He stood, and they stood with him.

Shredder bowed and they returned the bow.

They then leapt into motion, shuriken flew at him and they unsheathed katanas, bringing down their weapons on Shredder.

He responded quickly, sidestepping the shuriken and leaping up to meet the ninjas in the air. He split kicked two out of the fight, grabbing the katanas that fell from their grip and hit the ground in a roll. Ten ninjas surrounded him now; Shredder held the katanas in his grip with ease. He had longed for the feeling of twin katanas in his hands, but these were not his blades.

Shredder ducked under stabs to his body and sweep kicked his ninjas. He leaped above them and landed behind the five who were still standing, releasing a crescent kick which sent them flying back. He blocked a downward sword stroke from behind with his right hand katana and brought the hilt of the left hand katana into the ninja's solar plexus.

The ninja flew back into another one and they hit the ground in a heap.

Shredder set the twin katanas down on the floor and bowed to his fallen opponents. He moved about the room then, helping them onto their feet with words of praise. He sat back down on the tatami mat and motioned for them to sit before him.

They did so, looking slightly confused. Shredder noticed this. "You have done well, but we must focus on your individual strengths and weaknesses. You will become better with practice, but only if it is focused on your strengths and weaknesses. We shall begin strengthening our legions slowly, starting with our weakest fighters. But first, we must work closely together to become great warriors and better ninjas. Now, what are your names?" Shredder said.

The ninjas looked eager now. "Carole, Jake, Leslie, Manny, Greg, Finn, David, Dave, Mary, Ramiro, Yesinia, and I'm Tyler." The ninjas said.

Shredder nodded, hoping he could remember their names. "Stand and begin matching off into partners. We will start with sparring matches."

Leonardo slowly moved his hands in a kata. He still laid on his futon, but now he was trying to work the jumpiness out of his nerves. His arms jerked up and struck his snout hard. He growled lowly in irritation. A knock on his door caught him by surprise.

"Now, you've got to try and get along with these inferior beasts." He told himself quietly.

A purple masked face poked in through the door. "Hey Leo, you feelin' okay?" The purple masked terrapin asked.

Leo tried to remember the name of this brother. "Yes, I'm actually feeling a lot better…Donatello." He said. Don stared at him and moved into the room, closing the door behind him. Leo noticed he was unarmed and looked very at ease in the room. "He would not be ready if I attacked him right now. It would be such an easy kill if not for these spasms." He thought to himself.

Don sat on the edge of Leo's futon, tapping his fingers together. "Leo…Are you having any memory problems? I've checked your brainwaves and they seem quite out of the norm. Well, as normal as your original brainwaves are. You see…" Don said, rambling on and on about brainwaves and how the patterns are different and how it affects Leo's mind, making Leo's head pulse in confusion and irritation.

"How in the hell does Leonardo deal with such annoyances?" Leo thought.

"Yes, I do seem to have such…'memory problems'. I can hardly remember your name." Leo said, doing his best impersonation of the turtle whose body he now commanded.

Don sighed and rubbed his temples in anxiety. "Leo, I'm Donatello, or Don for short. Raphael, or Raph for short, wears a red mask. Michelangelo, or Mikey for short, wears the orange mask. Master Splinter is our Sensei, he has been teaching us ninjutsu for the sixteen years we've been alive. You've been his most devoted student." Don explained, continuing on about their history.

Leonardo paid close attention to his brother, not letting a single detail pass by him, lest his illusion fade into nothingness.

* * *

**A/N: Okay I know I haven't updated in awhile…sorry about that. I've been really busy lately. I'll try to update sooner, but I can't make any promises right now. Thanks for reading and reviewing. A little more would really be appreciated. ^^**

**And to Riptide:**

**If you do not enjoy reading this, there are other writers who write very well. But thanks for reading up to the last update, that makes me feel pretty good. As for your reviews, they have helped me. I realized that despite my previous statement of not forgetting the others, I have already begun to push them aside. So thanks for reminding me. I will be posting more chapters based on them.**

**But since this is a Leo and Shredder fic, I have to keep a bit of focus around them, so please bear with me if you're still reading.**

**Raph is my second favorite of the quartet, so I do like him to be a central figure in my fics. But I'd also like to focus on Mikey in this one. Sorry about Don and Splinter though, I'm definitely not the best at writing with them.**


	6. Chapter 5

**I'll be updating more often now ^^ At least three chappies a week**

**Disclaimer: I don't own them, quit bugging me about it!**

* * *

Shredder sat, watching his ninjas spar. They were skilled as individual fighters it seemed, but they were not a well-coordinated group. He stroked his chin thoughtfully, regarding each ninjas' fighting style. He could tell that at least half of them were not comfortable with their present weapons. Shredder held up a hand, signaling them to cease sparring.

They quickly filed up in neat rows and kneeled in front of him.

"Answer me truthfully. Who, here, would prefer a different weapon?" Shredder asked. They sat silently, not daring to speak out. A younger male ninja glanced around sheepishly before clearing his throat. "Yes?" Shredder said. He mumbled something very quietly.

"Speak up, don't be afraid." Shredder said firmly.

"I uh... prefer… teak… nunchucks…" He murmured. Shredder nodded. "Then you may lay your sword aside. I shall see to it myself, that you acquire a pair of teak nunchucks." He said. "Now, is there anyone else?" They all looked like deer in headlights.

Shredder sighed in exasperation.

"I know some of you would prefer something other than a katana." Silence and blank stares were all that were offered. Shredder slammed his fist on his thigh in frustration. "Leave, I'll call you in for another session later!" He snapped. They quickly faded into the shadows. Shredder realized his mistake and face palmed himself.

"Stupid, they have to learn to trust and respect you… not fear you…" He muttered. The sound of wood sliding against wood alerted him to Karai's presence.

She walked before him and bowed, she wore a business woman's attire, slacks and a blouse. "Master, a meeting with the Mayor has been scheduled tomorrow morning at 8:30. I disregarded your former orders, as you commanded. Would you like for us to begin the search of the rooftops, Master?" Karai asked.

"What time is it, Karai?"

"8:54pm, Master."

Shredder mulled it over. "No, I will search… alone. If I have need of you, and I assure you that I do not, I shall alert you." He said, silently commending himself on an excellent impersonation of the Shredder. He stood up. Karai immediately protested.

"Master, the Elite-"

"No."

"Ten Foot Tech ninjas-"

"No."

"Myself?"

Shredder thought it over in his head. "You may, now fetch me the ordinary ninja garb. I would rather surprise our enemies, than alert them of my presence. We leave immediately."

Karai bowed and called for an attendant to bring the ninja garb as she herself disappeared to dress for the occasion. Shredder draped his linen shirt on a changing screen and reveled in his naked torso. He felt strange having to wear uncomfortable and itchy clothing. He began a simple kata as he waited for the attendant to bring the garb.

He swayed with the movements of a crane, gracefully gliding into a solid and fluid kick or punch. He ducked and spun on his knee before back flipping into a crouch. Shredder closed his eyes and rolled onto his back, pivoting on his shoulders. He kicked at the empty air and landed back onto his feet into a defensive stance. He was breathing with no difficulty and no exhaustion from his exertion.

An attendant arrived, bowed to Shredder and held the garb out to him. Shredder took the clothes, bowed back. "Arigato." Shredder said in Japanese. The attendant bowed again and nervously exited the chambers. Shredder sighed and moved behind the screen as he began changing. He felt more comfortable in the ninja garb, but it was still strange to him.

He glanced down at the red symbol on his chest. He closed his eyes. "What would my brothers think of me now…"

~.~.~.~.~

Back in the lair, darkness filled the dojo. Not a light was on. Screams erupted in the darkness. "Raphie!" Mikey screamed in the dark. "Don, get the lights." Raph called out. "Kind of hard when I can't see!" Don retorted. "This is ridiculous…" Leonardo's voice echoed in the dark.

"Back off Leo!" Raph snapped and the sounds of fumbling echoed in the lair. A large sigh was heard and then a candle-light sparked to life, revealing Leo's face and shoulders as he held up the candle.

"You three need more training." He said sternly. Leo and the candle traveled through the dark towards the other side of the dojo. A snapping noise echoed from his position and the lights flickered back to life.

Raph was crouched in a corner, looking peeved. Mikey was underneath Raph's bulk, looking very uncomfortable. Don stood with his bo staff in one hand and heat vision goggles in the other. Everyone glared at Don. "Why the hell do you have _those_?" Raph snapped angrily. "No one said I couldn't use them." Don stated and grinned nervously at Leo.

Leonardo scowled and walked over to Don. Leo was about to slap him into submission when Mikey intervened.

"I say we dog pile Donnie!" The youngest shouted happily. Raph grinned and leaped at his brainy brother, tackling Leo in the process. Leo and Don were now underneath Raph's heavy weight on the ground. Raph braced his hands on their chests and grinned down at them. "Raphie… I think you snapped a few ribs…" Don moaned. Leo glared at Raph. "Get off me, vermin." He snapped.

Raph glared. "What the hell did you just call me?"

Don and Mikey stared at Leo. "Sounds like someone woke up on receiving end of a sewage pipe… and got covered in feces." Don remarked. Leo glared at him.

Mikey scratched his head. "What're feces?"

"Shi-" Raph began.

"Baby mice." Don cut in quickly, grinning mischievously.

"Aw, sounds cute! I want pet feces!" Mikey said happily, closing his eyes and pretending to cuddle one.

The other two snickered, Leo couldn't help but smirk somewhat. Raph got off them, chuckling. "I'm up for a surface run… anyone else?" Raph said, grinning. Leo stood up, glaring slightly at Raph. Don smiled warmly and sat up. "Hell yeah, dude!" Mikey said, grinning wide.

"I'm always up for it bro'." Don said, standing up.

Leo was about to agree as well when his left arm jerked wildly in its socket. He winced as two pops resounded from his shoulder. Don moved over and studied Leo's shoulder. "Your shoulder just popped in and out of its socket… kind of painful. You're gonna' have to sit this surface run out… And no training! Get some rest." Don ordered firmly.

Leo forced himself to nod meekly, seething on the inside.

Leo walked out of the dojo and into the living room, followed by his brothers. "See ya' Leo." Raph called as they exited the lair. "Dude, maybe we'll find some feces while we're out! If we do can I keep one!" Mikey's voice echoed.

Don chuckled, Raph snorted and managed to contain his laughter, Leo returned to his room with a smirk. "Don't you think Klunk would eat it, Mikey?" Don asked as they closed off the entrance to the lair.

Leo, back in his room, was staring down at an item in his desk's drawer. He smirked down at the syringe of arsenic-dissolving poison, which would leave no suspicion on someone after it dissolved into the blood stream, knowing that a certain elderly rat was exhausted, gullible to his sons, and very vulnerable... with no protection nearby.

Leo took the syringe into his hand and nodded. He had to be able to act and come up with a believable sob story for his brothers. "The rat will be dead before their return." Leo thought to himself, knowing from all the times he'd spoken aloud while alone that he'd been taken advantage of.

~.~.~.~.~

Shredder leapt onto another rooftop, shadowed by Karai. They were silent and kept to the shadows, searching for Leonardo. Shredder slid to a stop behind a shed, Karai did the same.

Shredder had always loved coming onto the rooftops, but it had usually been with his brothers… or alone. It wasn't the same without a cheerful Mikey to taunt and tease, a curious and easily distracted (by technology and mechanics anyways) Don, and the always rough and tumble Raph.

He sighed and rubbed at the bridge of his nose, trying to rid himself of a major headache. Shredder noticed Karai's look of curiosity and concern. Shredder felt himself smile assuringly, despite all his feelings of betrayal and hurt concerning Karai.

Karai stared at him strangely. "Master, are you-," She began, having never seen him smile in such a way.

Shredder could not make anything else out of her question. He could not hear her over the earth-splitting scream that tore through the night.

* * *

A/N: Just to set the record straight, yes I do know that feces are not baby mice. But Mikey doesn't… at least not yet. Anyways, reviews are always welcome ^^


	7. Chapter 6

A/N: Sorry it took so long... I wonder if I even remember the whole plot I had going for this story...

Disclaimer: No ownership of the awesome foursome

* * *

Shredder winced as the scream pierced through his head like shards of glass. Karai was already continuing her question as the scream subsided. She held no concern or emotion, other than annoyance, towards the scream. It was as she was raised, worry not for others unless it shall affect you. If she held any concern for the screamer, she did not show it.

Shredder followed the path of which the scream had come from. He reached the edge of the rooftop and peered over the edge to see three men holding down a woman in an alley. The woman appeared somewhat familiar, her hair was dyed purple and she had piercings all over her face. She wore baggy jeans and a sweater, tight enough to accent her female curves.

Shredder noticed one of the men reach down to unzip his pants. He growled angrily and leaped down into the alley. He unsheathed one of the katanas sheathed on his back and kicked a man, the one who had his hands on his zipper, into a dumpster. The man impacted heavily, denting the dumpster and dropping to the ground on his front.

The other two men got off the woman and backed away fearfully. Shredder jumped and came down between them. He released a split kick into their faces just as he neared the ground.

The two men impacted hard on the parallel brick walls and slumped unconscious to the ground. Shredder noticed the men had managed to tie down the woman. He brought up his katana just as he was about to cut through the rope on her wrists and ankles.

"Hey, get away from her!" A young Brooklyn-accented voice shouted. Shredder's eyes went wide under his mask and he leaped back, barely missed by the red-hilted sai that hit the ground where he had been standing.

A forest-green skinned turtle dropped in front of Shredder. His red mask tails fluttered slightly in the wind. "I didn't know Foot goons like ya' were interested in killin' random teenagers!" He shouted at Shredder.

"Raph…" Shredder mouthed. "Raph!" He cried and dropped his katana, ready to surge forward and hug the turtle, overcome by his emotions. Raph's eyes narrowed and he held out a sai at Shredder.

"What the hell d'ya think yer' doin? Only my bros' can call me that. Yer not even worthy enough t'know my name… Foot bastard!" Raphael shouted the latter, running forward to plunge his sai into Shredder's chest.

Shredder leaped aside, coming back to reality. He kicked Raphael's shell as he ran by and the turtle stumbled forward slightly. An orange masked terrapin landed on Raph with a thump, taking them both to the ground. "Ow…" Mikey groaned.

Shredder leapt up and kicked off one wall to the other until he reached the roof top. Karai was battling it out with Donatello. Shredder ran forward, apologized to Don silently, and jump-kicked him dead-center in the plastron.

Don yelped and flew back into a shed, groaning as he slowly sat up. Shredder glanced around, but did not see Leonardo. He nodded to Karai. "Search the vicinity for Leonardo." He ordered her. She bowed and ran off, leaping onto another rooftop. Shredder walked in front of Donatello and knelt before the turtle.

"Don… are you okay?" He whispered. Don glared at him. "Who are you?" The turtle asked, rubbing the spot on his plastron where he was kicked harshly. "If I told you, you wouldn't believe me." Shredder said. Don suddenly kicked up, hitting Shredder's jaw with a solid cracking noise. Shredder staggered back and held out a hand at Don, palm out.

He rubbed his aching jaw and pushed up hard, eliciting a pop and a grunt of pain. Don stood up and twirled his bo staff, prepared for a counter-attack. Shredder stared at Don's eyes, for any hint of attack… finding none for the time being. "I need you to stay calm… please. This is very important." He said.

Don nodded, but remained on guard. "Is the Shr- Is Leo back at your home, conscious and moving around without problem?" Shredder asked, trying not to seem threatening. Movement caught the corner of Shredder's eye, and he rolled aside. An angry Raphael stood where Shredder had stood moments ago. Mikey leapt up onto the building and glared at Shredder. They were still unaware who he was, thanks to the Foot uniform and his masking of his voice.

"What's it t'ya, if Leo's okay or not?" Raph growled.

"I just need to tell you that-" Shredder began.

"No! We're done with hearing Karai's little revenge quotes!" Mikey shouted.

Don nodded. "Guys, I'd usually rather hear someone out than fight. But tonight, I'm agreeable to a change of tactics."

Shredder noticed his question had seemed sarcastic, as if he'd been gloating over Leonardo's injuries.

Shredder shook his head, knowing he would not be able to get through to them. The three ran forward, weapons ready for the first strikes. He tossed a few pellets at his feet and disappeared in a burst of smoke, leaving them coughing in the cloud of smoke as he made his escape.

Shredder dropped into an alley, pried off a manhole cover, slid into the sewers, and slid the manhole cover back on. He stood in ankle deep water, breathing slowly. The adrenaline slowly faded from his system. He strode through the water, judging where to best exit the sewers and return home. He pulled off his mask and stared at the material, glancing back in the direction his true home was.

Shredder wanted to return to his real home, but he knew he couldn't. If he showed up at the lair, there'd be more than blood. He'd also probably unintentionally lead the Foot Clan to the lair, and then shit would really hit the fan.

Another major headache struck him; Shredder leaned against a wall as he waited for it to fade. He heaved up the contents in his stomach and groaned. He wiped the back of his hand across his mouth and slowly climbed up a ladder. He gently pushed off the manhole cover and slid out of the sewers, returning the cover to its proper place.

Shredder pulled his mask back on and scaled the side of a wall, reaching the roof quickly. He disappeared into the shadows, on his way back to the roof he had agreed to meet Karai on.

~.~.~.~.~

Leonardo exited his room, syringe in hand. He walked down the stairs and through the living room to Master Splinter's room. He opened the screen door and stepped in to see the elderly ninja master asleep on a bed, too old to sleep on the floor as he had before.

Leo walked over to his Sensei and inserted the syringe's needle into the pulsing vein on Master Splinter's throat. Splinter's eyes opened quickly. Leo forced his snout shut before he could say anything. Splinter's body went into a seizure. Leo stepped back, pulling out the syringe, and letting Master Splinter's body drop onto the ground, shaking and thrashing in uncontrollable seizures.

Master Splinter's body stilled and his eyes glazed over. Leo placed the syringe in Master Splinter's cooling right hand, making it appear as if he'd committed suicide. Leonardo returned to his room, and crawled into his futon with an evil smirk upon his face. He closed his eyes and dreamed of slow and painful deaths for the rest of the family.

~.~.~.~.~

Raphael dropped back down into the alley, Mikey and Don were helping the woman onto her feet. "Guys, what the hell did you do!" She snapped angrily. "Angel, we just saved you from that Foot Ninja." Mikey reminded her. She glared at them all. "That Foot Ninja _saved_ me. See those idiots over there?" She asked, jerking her head in the direction of the unconscious thugs. "He knocked them out. And then you guys attacked him." She said.

Don quirked an eye ridge unbelievably at that. "And when he brought that katana up above you? Ready to swing it down?" Don continued. Angel glared at Don. "He was probably going to cut the rope." She snapped. "_Probably_?" Mikey asked, folding his arms across his plastron. "Listen Angel, we're not too keen on the idea of a nice Foot ninja after what happened to Leo. He was kidnapped, tortured, and nearly killed by the Foot Clan." Don stated.

Raph growled and punched a wall. "I'm gonna' find that guy and Karai, an' bust em' up. He's probly' her new body guard or somethin'." Raph grumbled. "Yeah, and he's got some moves bro'. I mean, he didn't even see us and still dodged our attacks." Mikey remarked.

"Yeah… and his fighting style is really familiar… along with his voice…" Don said, taking his chin in his hand thoughtfully. Angel shrugged. "Well it was nice seein' you guys and all, but I've really gotta' go. I'm already late for dinner at my grandma's… Mikey, could you help me home? I don't need to get jumped twice." She said.

Mikey nodded. "Sure dudette, lead the way. I'll be following from the rooftops." Mikey said, jumping up to the roof. "See ya' at home bros'!"

Angel walked off, Mikey following, leaving the two older turtles standing in the alley. "What do you think about that Foot ninja?" Don asked suddenly. Raph turned to stare at him.

"He's a bastard who needs his ass kicked."

Don shook his head. "Not that. When he broke into my fight with Karai, he didn't kill me when he could. He didn't kill you or Mikey when he could have. We were all vulnerable to his attacks and yet… all I got was a kick to my plastron… And even that didn't hurt too much." Don said.

Raph rubbed his head. "I dunno'… I guess it is pretty strange... I bet it's a plan t'get us off guard." He said. Don nodded, it was the only reason they could come up with. "Let's head home, Raph, I'm sure Leo would like to share his thoughts on this." Don said and started for a manhole.

Raph nodded and followed him. "Yeah, I just hope Mikey doesn't find a baby mouse and decide t'call it feces. Geez, Don, I can't believe ya came up wid' that load of shit… Pun intended." Raph chuckled.

~.~.~.~.~

Karai stood waiting for her master and father to appear. "Karai… have you seen anything?" Shredder's voice whispered, barely audible. He stood behind her. Karai shook her head. "No, Master, but Michelangelo has headed off on his own. Should we follow him to their home?"

"No, return to the tower, I'll shadow Michelangelo."

"Master…"

"Yes, Karai?"

"Why did you save that woman?" She asked, turning around to look at Shredder. He straightened. "Because I have strayed far from the path of Bushido, Karai. We have become nothing more than murderers… thieves… executioners… I would rather commit seppuku than bring such dishonor to the clan… and to my daughter. Karai, we must return to the path of honor… of doing what is right." Shredder said.

Karai's eyes brightened at that. He had called her his daughter… He hadn't said it as if she were a prized possession, but as if she were his true family. He'd said he couldn't stand anymore dishonor, no more murders… thieving… Karai couldn't believe what he was saying.

She bowed respectfully to her father. "I shall return to the tower, Master."

Shredder shook his head. "Don't say it that way… Try this: I shall return to the tower, _Father_." He said, not believing he was trying to be a parent. Shredder had absolutely no experience as a father, and yet here he was, trying to parent Karai. He knew he had to do this though; Karai was only a monster because of the former Shredder's brutality and deceit. He knew if he could get her to see a different path… a path to good, she'd be so much better.

She smiled warmly, surprised by her father's sudden affection, but thoroughly happy he had decided to finally see her as more than a second in command.

Karai bowed once more and leapt onto another rooftop, heading towards the tower. Shredder stood there, staring in the direction Karai had taken. He shook his head and walked over to the edge of the rooftop. He sat down and looked up at the moon. He heard two caws, both familiar. He turned his gaze up to see two ravens flying above him. He stared at them intensely, knowing them from somewhere, but not remembering. "Kari… Karai?" He mumbled, trying to remember. One of the ravens cried mournfully, the other banked as it noticed Shredder. "Kite and Kari." Shredder finally said in recognition. He whistled once and held out his arm.

The two birds turned their attention to him at the whistle, instantly recognizing the man sitting on the rooftop. They cried fiercely and dived at him, talons spread aggressively. Shredder noticed the sudden change in emotion and ducked under the sharp talons. He dropped down into an alley and took cover. They didn't seem to have the heart to continue attacking, and they flew off.

Shredder moved out, staring at the departing figures of the two ravens. He lowered his head sadly. He found himself wishing that his family would recognize him within this prison.

Shackled by his duty, imprisoned by his love for his brothers, and with no freedom but death… but even then, he'd be chained by the consuming shame of abandoning his brothers to their fate at the hands of his former self… Leonardo.

A/N: And it seems that more problems are being realized as we move on… Let's see how far this takes us.


	8. Chapter 7

Raph and Don walked into the lair. "I'll go check up on Leo; you go report to Master Splinter." Don said, moving towards the stairs. Raph waved at him dismissively. "Yeah, whatever, ya' wimp," Raph chuckled, moving over towards the screen doors to Master Splinter's room. Don stuck his tongue out at Raph and opened the door to Leo's room.

Leo was asleep on his futon, chest rising and falling slowly. Don smiled warmly, he'd never seen his brother so at ease. Leo's eyes slowly fluttered open, as if he'd sensed Don. Leo smiled at Don. "How was the run?" He asked. Don shrugged. "A little weird… Raph, Mikey, and I gotta' tell you the full extent of it. I'm sure you'd find it pretty interesting." Don said with a yawn. Leo sat up and his arms shook slightly.

A cry of pain and misery tore through the lair. Leo and Don darted out of the room and followed the path of the scream to Master Splinter's room. Raph was kneeling on the floor, cradling Master Splinter's limp body close. Tears streamed from his eyes and he shook as he held his father.

Leo's eyes went wide and his mouth opened and closed soundlessly. Don stared in shock. "No… No… No…" Don breathed, tears sprang to his eyes. Leo knelt next to Raph, taking him into a comforting embrace. Leo noticed something in Master Splinter's hand and plucked a syringe from his hand.

"Guys…" He began, his eyes grew wet. The other two turned to regard the item in Leo's hand. "No… He would've never done it…" Don whispered, immediately seeing what the syringe implied. Raph shook his head wildly. "No! He wouldn't just leave us!" He cried out.

Leo slowly closed his eyes. He was impressed by his ability to hide his true emotions. He was grinning on the inside while he had forced tears from his eyes. Leo wanted to grin, but he kept his saddened face.

Leo held Raph closer, his arms jerked suddenly. Leo fell onto his shell in a full-scale seizure, twitching and thrashing. "Leo!" The two brothers cried.

~.~.~.~.~

Shredder sat in the corner of an alley, he stared numbly at his hands… his five-fingered hands. He sat there as a light drizzle began. Another migraine struck his head, the worst one so far. He groaned and clutched his skull in both hands, pain shot through his head. He gasped in air and bit his lower lip to stop himself from screaming in pain.

He slowly staggered onto his feet, still clutching his skull. He breathed in pained gasps, finally crying out and dropping onto his knees in a puddle.

Then the pain stopped. His hands dropped to his sides and he stared at his masked face, reflected in the puddle. He realized how truly alone he was.

~.~.~.~.~

Mikey stepped into the lair with a big grin, holding up a stack of boxes with one hand. "Ooooh dear bros! I've got pizza!" He called, grinning wide as he dropped the boxes on the kitchen table. He tore one open and quickly ate a slice with one bite.

Raph shuffled into the kitchen, looking haggard and worn. He patted Mikey on the shoulder. "Whoa, dude… you look better than usual. Have you been using that "handsome" crème?" Mikey asked, grinning mischievously. Raph sighed sadly.

"Mikey… it's Master Splinter…"

Mikey immediately froze. He stared at Raph. "Is he…" Mikey began. Raph nodded. Mikey shook his head, tears welling up in his eyes. "No… Raphie… He can't…" Mikey sobbed as he ran forward and buried his face into Raph's plastron, hugging the older turtle tightly.

Raph gently patted Mikey's shell and hugged him back. "It's okay Mikey… he's not in pain anymore… C'mon, let's go with Don." Raph said as he led Mikey towards Don's lab.

"Where's Leo?" Mikey sniffed. Raph stiffened. "Leo had another seizure, the worst one so far… He's kinda out of it right now…" Raph replied, continuing towards Don's lab. Mikey ran forward. He burst into Don's lab to see the brainy turtle sitting on a chair, looking very tired.

Mikey glanced at Leo; the eldest was on Don's lab table, breathing heavily. "Mikey… Raph told you…" Don asked quietly. Mikey nodded slowly and turned back to Leo. "Is he okay?" Mikey asked. Raph leaned on the doorway to the lab. Don nodded. "Yeah, but… I can't discern why his… episodes… are continuing. I've checked and rechecked… there's nothing there. His brainwaves seem a little off, but other than that there's nothing…" Don said, cradling his head in his hands while bracing his elbows on his thighs.

Mikey closed his eyes and opened them slowly. "Where's Master Splinter?" He asked quietly. Don looked down at his feet. Raph turned away, hiding tears. "…He's… on the bed… his room." Don managed to say. Mikey nodded and shuffled past Raph, he came up to Master Splinter's room. He stood outside the screen as if waiting for his father to sense his presence.

Mikey breathed in slowly and pushed the screen open. He stepped in and glanced around the room, staring at the different objects that Master Splinter had cherished so deeply. Mikey turned to the figure lying on the bed. He sniffed and bit back a sob as he approached the still form of his father. Mikey dropped onto his knees and buried his face into his father's chest, crying. He cried, wishing that Master Splinter would wipe away his tears, but knowing that would not happen.


	9. Chapter 8

Wow... I actually updated a lot more than usual today... Then again... the usual is nothing...

Disclaimer: Still no, quit asking.

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**Twelve Hours Later**

Shredder exited the conference room. He tugged at the tie on his navy blue suit, very uncomfortable. He'd just finished the meeting with the mayor, and he was not impressed by the man at all. The mayor was gullible, weak of character, and too easily persuaded by the green of greed. Shredder shook his head, somewhat in irritation, the mayor was an idiot. Shredder had no idea why the mayor had been elected… perhaps as a scapegoat, because his money held influence over people, or maybe because people were just as much idiots as the mayor.

Shredder entered his chambers and quickly dressed into his loose fitting robes. He strapped a sword scabbard to his waist and unsheathed the katana. He instantly transformed from an irritated business man, to a ninja with deadly grace. He swept the katana into graceful arcs and slashes.

~.~.~.~.~

At the piers, four heavily clothed figures stood at the edge of a dock. The shortest of the quartet held a black porcelain urn. Mikey held the urn close to his plastron.

The four stood there, silently grieving. One was smirking underneath scarves and hats, safe from suspicion. Mikey gently uncorked the urn and fought off tears. The ashes of their Sensei and Father lay in the urn. He'd been cremated, just as he'd wished.

Raph and Don exchanged a look. An unspoken promise, to not tell Mikey that their father had committed suicide, passed between the two turtles.

Mikey tipped the urn and some of the ashes poured into the water. He handed it off to Don, wiping away tears. Don sniffed and tipped it as well, more ashes drifted into the water. He handed it off to Raph, tears clouding his vision. Raph tipped the urn, dropping more ashes into the water. He handed it off to Leo, fighting off his emotions. Leo grinned under the scarves and hat. He "accidently" dropped the urn.

Raph dived for it. "No!" He cried as he fumbled for it. Leo watched with mild amusement, feigning another spasm of his arms. The urn crashed against the dock, spraying ashes on the wood. Raph knelt, staring at the shards and ashes. Mikey sobbed and ran in the other direction. Don stood there staring in horror.

Leo smiled at their grief and horror. It was only a matter of time before he was able to botch another service.

**That Night**

Shredder stood, clad in ninja uniform, on a rooftop. He silently strode towards the edge of the rooftop and gazed down into an alley. Six armed men stood there, standing guard at a back door, all wearing a black jacket with a purple dragon upon it. "Purple Dragons…" Shredder mouthed underneath the mask. He raised his right hand and flicked his wrist in a chopping motion.

Ten ninjas darted out of the shadows, one wielding a pair of nunchucks. Shredder spun his index finger in a circular motion. The ninjas surrounded the P.D.'s from the rooftops. Shredder nodded to his second in command, motioning for him to move in with the others when Shredder gave the signal. Shredder dropped down into the alley silently, slinking into a shadow immediately.

He slid a pair of shuriken between his fingers and hurled the metal stars into a pipe. Steam shot out, engulfing the alley. A few panicked whispers broke out from the P.D's. Shredder moved in silently, sticking to the shadows of the steam. He came up behind one P.D and quietly snapped his neck. The other P.D's whirled around in the steam. "Perry! Where are ya man? This ain't time to be playing jokes."

Shredder moved forward, he covered the mouth of one P.D as he dragged him back. The crackling of a radio resounded. "We need reinforcements; someone's trying to break in through the back!" One of them said into the radio. Shredder dropped the P.D on the ground after snapping his neck as well.

The steam began fading; Shredder sprinted in and launched his body into a jump kick. His foot impacted in the center of a chest. He kicked off the P.D and spin kicked the others before landing in a crouch, one hand on a sword hilt.

They grunted in pain and landed with thuds on their backs. Garage doors opened and more men and women flooded out, each wielding a gun of some type. Shredder unsheathed a katana in a fluid motion as he rose into a defensive position. The Purple Dragons brought the gun muzzles up, all aimed at him. Shredder punched a fist up into the air and brought it down, forward into a chopping motion.

The guns blazed, firing at will at the lone ninja. The large imposing figure of Hun stood at the rear of the assault force, grinning.

Shredder leapt aside from the spray of bullets, ducking behind a dumpster. Ten shadows moved forward along the rooftops, a group of four proceeded to Hun's position. Another four moved into skirmishing pairs. The skirmishers broke away from the group and, using the shadows, darted in and out of the assault force. Two of the group, perched on opposite sides of the alley nocked arrows onto their bows. Shredder nodded approvingly, his plan was working so far.

The Purple Dragons outnumbered the Foot Ninjas, but the P.D's were at a disadvantage: They were a large force, boxed in. The two bowmen would pick off the higher ranked men and women while the skirmishers would attack and disappear, distracting parts of the assault force. The group headed for Hun would take down the large man.

Hun also, had no idea who was attacking them; he was still allied with Shredder. It was however, a tense alliance. This would break it completely; Shredder did not want anything to do with the hulking man.

He waited until the assault force was distracted, and then he scaled the side of a building. He sprinted across rooftops, passed one of the bowmen, and ran towards the rendezvous point. He met up with the group of four and they dropped behind Hun, two of them turned to take care of any guards. Shredder and the other two immediately went offensive on Hun.

Hun's eyes were wide. "Why are you attacking me? Your Master will have your heads for this!" He roared. "I ordered the attack." Shredder said, and sent a kick to Hun's solar plexus. Hun staggered back and sent a punch down. The other two ninjas struck from Hun's sides. Shredder ducked under the punch and spun on his knee, sweep kicking Hun. The large man thudded onto the ground. Shredder rolled onto his forearms and mule kicked Hun's face.

Shredder spun onto his feet. "You have been robbing houses, stores, and even cargo planes. You've attacked innocents and have sunk lower into the crime underworld. You disobeyed my direct wishes. In other words: You're fired." Shredder stated. The two ninjas kept a close watch on Hun. The P.D's noticed Hun's predicament and decided to scram. Screams and cries rang out, pleading for mercy. They dropped their guns and ran. "You're going downtown, Hun… And don't move. There are twenty archers ready to send a volley of arrows into your head." Shredder growled, lying about the latter.

Hun groaned.

~.~.~.~.~

Mikey sat on a rooftop, crying. A pair of caws caught his attention. Mikey turned his head to see a pair of ravens perched on a clothes line. They turned their gaze on him and flapped over to perch on his shoulders. Mikey flinched slightly; they nuzzled his cheeks and wiped away his tears with their wings. They crooned to him.

Mikey stared at them and gently stroked their feathered heads. They crooned at that and nuzzled his hands. Mikey smiled sadly. One of the ravens hopped down onto his lap and cocked its head at Mikey.

"What's your name?" Mikey asked, sniffling. The raven cawed and flapped its wings, taking off in flight. The other raven cried after it and nuzzled closer to Mikey. The young turtle sat there, stroking the raven. He somehow sensed that the other raven would be coming back. And it did.

It dropped a folded, worn, and yellowed piece of paper onto Mikey's lap and perched on his shoulder. Mikey gently unfolded the paper. He saw it was written on in Leo's handwriting. He glanced at the ravens in surprise and began reading it.

_Dear Brothers,_

_If you are reading this, I'm probably dead. Or I've been captured. These two ravens are my companions. Kari is the smaller one, Kite is the bigger one. They've been faithful and great friends. Please take care of them for me._

_If I'm not dead, then disregard this letter. If you think I've been captured, leave me and live your own lives. If I am dead… Then I guess I'm dead. I ask that you guys never try to take revenge out on whomever, or whatever, killed me. I'd rather have died knowing you would live the full length of your lives._

_Raph, know that though you've been a real pain in the neck in the past, I always loved you. If you think this is just too mushy for your bad-boy attitude, grow up bro. I know that I can trust you to take care of Mikey and Don. Make sure to get Don to come out of his lab and eat. Listen to him talk, even if you don't understand what he's saying. Encourage Mikey's childish antics, it might irritate you at times, but you'll understand that it's all that can keep you sane sometimes._

_Don, you're brilliant and very talented… but don't forget about family. Keep working at your experiments and inventions, you'll succeed. But make sure to come out of your lab once in awhile, spend time with Mikey and Raph. Watch movies with them. Help Raph work on his bike; help Mikey with his latest videogame. Don't lose yourself in your own world._

_Mikey… what could I say? You've been such a great baby brother. You were always there for me when I was moping around, you understood me. I'll never forget the promise I made to you. So don't think that just because I'm dead or being held prisoner, I won't keep it. No matter what Mikey, I'll be there for you. To the very end, if I must. Though you keep everyone happy, sometimes you forget about yourself… Don't keep your emotions bottled up Mikey. I was always there to help you with that, but you need to confide with Raph and Don too. I'd hate to know that you cracked under the pressure of keeping all your emotions inside. Please be open, if not with your brothers, with yourself._

_Make sure to take care of Master Splinter, he's not as young as he once was, I worry that one day he won't wake up. Keep him happy; make sure that he knows how much we all love him. Make sure to give him a reason to wake up every morning. Though you might not know it… He feels that you are all he has left to look forward to when he awakens. Be sure to give him my own regards… and be sure to tell him I love him._

_I love each and every one of you. Be assured that one day, we'll all meet up again. And until that day… I'll be waiting for you._

_Love,_

_-Leo_

Mikey stared at the paper in his hands. He felt as if Leo had truly died, he hadn't realized it until now. Sure, Leo was still walking around, talking and training. But Leo hadn't gone into Mikey's room to check in on his baby brother anymore. He hadn't been the same caring and loving brother since he was tortured by the Shredder.

Mikey hugged the letter close to his plastron and wept for a new reason. Kari and Kite nuzzled his cheeks and crooned sadly. "I want my brother back… I want my dad back… I want it back to the way things were…" Mikey managed between sobs.

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A/N: A few chapters left then an epilogue...


	10. Chapter 9

**Disclaimer: I do not own the TMNT.**

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**Two Months Later**

Shredder was watering the plants on his rooftop garden, bathed in moonlight. He turned his head to see Karai, smiling, walking towards him in her ninja gear. "Father, did you want to go for a run across the rooftops again?" She asked. Shredder smiled warmly. "Of course Karai, let us go." Shredder said, setting down the water pail and following her back inside.

Much had changed in the Foot Clan since that night during the storm. Karai was more open with her father now, the Foot ninjas were no longer fearful of their Master, and Shredder was growing into his role. He had restored honor to his clan, Hun was in prison… for now. All was as it should be, to Shredder and his clan anyways.

Karai turned. "Master, we have seen nothing of the turtles in months. Should we begin searching for their home?" She asked. Shredder stroked his chin; he couldn't seem to remember why he'd wanted to find them. "No, let us just enjoy the night. We shall visit such matters tomorrow morning."

**-Flashback-**

Shredder was back in the alley, staring at his reflection in the puddle. He rubbed his aching head and wondered what he was doing in the alley. He glanced up at the moon and stared at it, trying to remember what he was previously doing.

He face palmed, and screwed his eyes shut. Flashes of memories shot through his mind… he growled angrily. He couldn't remember anything from over a few weeks ago. He remembered waking up and being shocked at what he saw in a mirror, but he couldn't remember why he'd been so shocked.

Shredder dismissed his memory problem and stood up. He nodded once and sprinted off into the night.

~.~.~.~.~

The four turtles sat at the kitchen table, each had a bowl of macaroni in front of them. Mikey leaned his head on the table and spun his spoon in the macaroni. An awkward silence hung over them. Leo stood up from the table and walked out of the room, no one objected. Mikey had tried cheering them all up… he'd failed miserably.

Raph glared at Leo's retreating form. He'd been angry with Leo for dropping Master Splinter's urn. He'd seen the way Leo's arms had spasmed, and the way Leo dropped the urn was nothing similar. Raph turned back to his macaroni.

Don and Mikey shared a small smile, a nervous one. Don sighed and retreated to his lab, macaroni and spoon in hand. He'd been quiet ever since Master Splinter's death, convinced that his father had committed suicide.

Raph finally stood up. He slammed his hand on the table. "I'm goin' out. Ya wanna come Mikey? Or are ya gonna stay here with those damn birds?" Raph asked. Mikey glared at Raph. "They're ravens! And they have names!" Mikey shouted at Raph. "Yeah, whatever," Raph muttered, he left the macaroni there, and walked out.

Mikey finished up his macaroni quietly, Kari and Kite fluttered onto his shoulders. They crooned sadly.

Raph scaled up a fire escape and stood glaring at the moon. He finally screamed out his anger at the night. He whirled around and laid punch after punch into the cement rooftop, not caring how much it hurt.

A pair of shadows leapt onto the rooftop. Raph looked up at them. One shadow held the smaller one back. The bigger one stepped into the moonlight. Raph's eyes narrowed to slits. The Foot ninja bowed to him. "I mean you no harm." He said, his voice unmasked.

Raph's eyes widened, he stood up and growled. "You… You fucking bastard…"

Shredder stared. "What?"

Raph surged forward, unsheathing his sais. "I'm going to fucking kill you myself!" Raph shouted. Shredder slid aside from the blow, unsheathing his own katanas. Karai placed a hand on a katana strapped to her back. "No! Get back to the tower, it seems I was wrong." Shredder said to her. She bowed and ran off, glancing back.

Raph kicked Shredder's solar plexus. Shredder sucked in a breath and brought the pommel of his katana into Raph's solar plexus. They both wheezed, glaring at each other. Shredder snapped two spin kicks to Raph's face. The red masked turtle grunted with each blow and finally caught Shredder's foot. Shredder kicked Raph's chin with his other foot and flipped, landing lightly on his feet.

Raph growled and wiped away a trace of blood from his mouth. He ran forward and threw both fists into a double punch at Shredder. Shredder's arms shot out between Raph's, leaving the turtle's plastron open for attack. Shredder kneed him hard. Raph grunted and kicked back. Shredder spun on his toes, moving behind Raph, he planted a foot on Raph's shell and kicked hard. Raph shot forward and landed on his plastron.

He growled and turned onto his shell.

Raph hurled a sai into Shredder's thigh, Shredder sidestepped and it scraped by his skin. Shredder blocked an upward stab of Raph's other sai with a katana. The turtle kicked Shredder's groin. Shredder grunted and leapt back. "You fight well." Shredder remarked with a wince.

Raph growled and stood up. "Don't you fucking mock me!" He roared, and jump kicked. Shredder grabbed his foot and spun on the heel of his foot, knocking Raph into a brick shed. Raph grunted and hit the ground. Bricks tumbled down onto him and buried Raph.

Shredder sheathed the two katanas and walked towards the edge of the roof. A kick to the center of his back sent him flying onto another rooftop. Shredder flipped in midair and landed lightly on his feet in a crouch. He turned to see Raph glaring at him from the other rooftop. Separating them was a busy street. Shredder glared at Raph. "This isn't over, turtle." He whispered, silently turning on a tracker he had planted on Raph's shell.

~.~.~.~.~

Shredder stood in his rooftop garden once more, this time he was slightly irritated. "Karai, arrange a group of two score Foot Ninjas, and prepare for battle. We are headed to the turtle's lair." He told her. She bowed and ran off to do so. Shredder's head began pounding, he shook his head.

Four shadows appeared and ran towards him. They were quickly bathed in moonlight. They were clad in the Foot Elite uniform, wielding a bo staff, twin katanas, two sais, and twin nunchucks. "Akihiro, Yuna, Aina, Hiroki… you four have been specially trained to deal with the turtles. Tonight, you will finally be able to fulfill your duty." Shredder said.

They nodded. The two women, Yuna and Aina, shared a smile. Akihiro and Hiroki grinned wide. "We will obey your orders, as we are forever in your debt, Master Shredder."


	11. Chapter 10

**Disclaimer: I do not own the TMNT.**

**Author's Note: I apologize for my extended absence, I've been quite busy keeping up with matters at home. I found a few chapters on my USB and decided to upload them. They might have a few errors, please read and review.**

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Raph entered the lair, grumbling. Mikey peeked over the couch in the living area. "Dude, what crawled up your shell?" He asked, leaning casually over the back of the couch. Kari and Kite were still perched on his shoulders. "Shredder's back." Raph said.

Mikey fell from the couch and onto his plastron. Don stepped out of his lab. Leo opened the door to his room. The turtles gathered around Raph. "You're sure it was him?" Don asked. Raph nodded, punching his open hand. "I was just about t'kick his ass too, but he ran off to get his Foot goons." Raph muttered. Mikey groaned and face palmed himself. "How many times do we have to get rid of this guy?"

Don sighed. "You're the one who said: He'll be back, like always." Don said, mimicking Mikey. "Whatever." Mikey said, sticking out his tongue at Don. Leo stood quietly, the others noticed. "Hey Leo, you okay?" Mikey asked. Leo nodded. Mikey stared at the scar on the side of Leo's face and winced. Raph stretched. "Alright well while Fearless Leader comes up with a plan t'kick Shredder's ass, I'll be in the dojo." Raph said, he turned and Don's eyes went wide as he spotted something on Raph's shell. "Raph... stand still." Don said and plucked the little item off. "What? Is it a bug?" Raph asked, turning back to Don. "No…" Don began, gulping. "It's a tracker. You've just led the Foot here."

The front entrance exploded, showering the turtles in dust and pieces of rubble. They coughed; Leo covered his mouth and unsheathed a katana. He hadn't had a chance to get one of his brothers alone, and he was running out of time. It was now or never.

A shuriken imbedded itself in his wrist before he could do anything. Leo hissed in pain, dropping the katana. Foot Ninjas flooded in, surrounding the quartet. Two figures moved through the crowd, both were wearing Foot uniforms. The dust parted. They stood before the turtles. One was rubbing his head as if he had a terrible headache. The other was most definitely Karai. "Turtles, my Father and I have come to slay you once and for all!" She cried. "Indeed." Shredder said.

Don moved behind Raph. "If you can keep them talking, I think I can get us a distraction to get out of this position." He breathed to Raph. "So why were ya all buddy-buddy on the rooftop?" Raph snapped. Shredder blinked and shook his head. "Karai…" He said, motioning for her to continue however she wanted. He pinched the bridge of his nose as his headache grew worse.

Leo stared at the Foot Ninjas surrounding him, and wondered if what he had in mind would work. "Foot Ninjas, disappear!" He called in his best Shredder voice; those that could not see him began to move in confusion. Don hurled shuriken at Shredder and Karai's feet. The shuriken exploded. Leo dropped smoke pellets on the ground and the turtles leapt over the ninjas.

"Elite, pin them down!" Karai ordered fiercely through the smoke. Four shadows moved forward, after them. Kari and Kite dived after the Elite, screeching in a pitch that would surprise and occupy them for awhile. Shredder sat up from the ground, dazed slightly. He rubbed his head and noticed his surroundings. "What the shell?" He murmured. He noticed Kari and Kite being shot at by arrows. "Cease fire!" He called angrily.

"Foot, decease all act-," Shredder began, a boom cut him off. The ground shook slightly.

Mikey, Don, and Raph found themselves hard pressed against a wall, they were separated from each other. Leo had managed to climb up onto the second floor, he had a katana out and was fighting off the ninjas trying to get at him.

Raph growled, he stabbed and slashed with his sais, moving without thinking. Don created a larger space around himself by swinging his bo staff as the Foot ninjas tried to press in. Mikey whirled his nunchucks. He whacked Foot ninjas away as they came closer to him. The Elite suddenly surrounded Raph. They unsheathed their weapons and began a relentless and ruthless attack.

Raph grunted and brought his sais up to block the bladed weapons. The bo staff struck his ribs hard and one of the nunchucks hit the side of his face. Shredder managed to find his voice. "Foot Ninja, vanish! Elite, bring me Leonardo!" He ordered fiercely. The ninjas complied. Karai looked confused.

The Elite continued their fight with Raph, Mikey and Don sprinted at them. "Leave him alone!" Don growled and struck Hiroki, the bo staff-wielder, with his bo staff. Hiroki staggered away and wiped blood from the corner of his mouth. "Donatello." He hissed and sprang forward.

Yuna and Aina noticed Mikey and leapt at him. Yuna brought her katanas in a sweep across the back of Mikey's legs. Aina hurled a sai at Mikey's plastron. Mikey leapt up, trying to avoid the swords, he twisted his body, narrowly avoiding the sai. The swords came across his legs, hamstringing both. Mikey cried out and landed on his plastron. Kari and Kite dived at the two Elite.

Shredder yelled orders at the remaining Foot Ninja to disperse, he turned his gaze to the prone Mikey. Don and Raph were too occupied with their own battles. "Mikey!" They cried. Leo stood up on the second floor, he grinned down at them. "Leo!" Mikey cried in panic. Yuna and Aina swatted at the two ravens.

Leo growled in impatience and brought his katana up. He dived down at Mikey, to plunge the katana in Mikey's chest. "No!" Don and Raph cried. Mikey stared with wide eyes, frozen by fear and shock.


	12. Chapter 11

**Disclaimer: I do not own the TMNT.**

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Michelangelo screwed his eyes shut and waited for the inevitable. Blood sprayed across his body, but he felt no pain. "Maybe this is what it feels like to die…" Mikey thought to himself. He opened his eyes and gasped.

Shredder stood over Mikey, staring at him. Shredder smiled weakly. "Mikey… I always keep my promises." Shredder said. Mikey stared in horror; the shimmering red of blood covered the blade where it had passed through Shredder's abdomen.

All activity stopped. Every pair of eyes turned to stare at what had just happened. Karai was frozen in shock, as was everyone else.

Shredder grunted in pain. Leo growled and twisted the katana. Shredder groaned and kicked Leo back. Leo flew back. Shredder slowly turned around, chest heaving. "You… will not touch them." He growled at Leo. Leo stood up and barked in laughter. "You are out of your league!" He said. Shredder shuddered and glared at Leo. "I'll kill you…" Shredder growled and slowly pulled the sword out from his body. Blood slapped against the floor.

Leo grinned and picked up a stray katana. "It is you will die."

Shredder staggered forward and fell to one knee, breathing harder. He felt the rush of adrenaline rise, his wound faded to the back of his mind. Shredder rushed forward, Leo smirked evilly.

They clashed with a spray of sparks. Shredder felt the familiar grip of his katana back in his hand, the blue material woven neatly around the hilt. He kneed Leo's solar plexus and spun on his heel to elbow the turtle's jaw. Leo staggered back and wiped away blood. He growled and brought the katana down hard on Shredder's arm. Shredder handed the sword off to his other hand before his arm was severed from his body. Shredder gasped in pain.

It hit the ground, blood pumped forth from his stump. Shredder's left hand held the katana. "Good thing I'm ambidextrous." Shredder thought to himself, wincing at the pain. He kicked out at Leo's chest, the turtle flew back. Shredder surged forward, Leo swept up with the katana blade. Shredder blocked it with a downward stroke and spun to kick his shell. Leo impacted on Don's desk. He growled and stood up from the wreckage.

The two exchanged katana blows, parrying and striking.

Fights erupted between Don, Hiroki, Raph, and Akihiro. Mikey managed to crawl away while Kari and Kite distracted Yuna and Aina. Don cracked his bo staff against Hiroki's knee cap. Hiroki cried out and crashed onto his wounded leg, sweeping out his bo staff at Don's shin. Don leapt back and brought his bo staff down on Hiroki's skull. A crunch resounded.

Raph caught one nunchuck going for his throat and kicked Akihiro's groin. Akihiro staggered back, grunting. Raph sweep kicked him and brought the heel of his foot down at the base of Akihiro's skull. Akihiro rolled out of the hit and mule kicked Raph's chest. Raph grabbed his feet and rolled with the momentum of the kick, swinging Akihiro into the ground.

Kari and Kite noticed Mikey's disappearance and flapped up higher, out of Yuna and Aina's reach. Karai stood frozen, confused as to what to do.

Raph hurled one sai into Yuna's throat. Yuna gurgled, dropping her katanas; she groped for the sai in her throat. Aina glared at Raph and cried out something in Japanese. She sprinted forward, only to be tripped by a bo staff, flung between her ankles.

She fell onto her front with a grunt. Raph leapt forward and brought his remaining sai down in the center of her back. Mikey whistled at his two brothers. They turned to see him leaning in the shadows underneath the stairs. He looked a little in pain; Don knelt next to him, and took in his wounds. "You'll heal." Don said. "If we live long enough." Mikey said, pointing out the dueling Leo and Shredder. "What happened there? Why did he save you… and from Leo?" Don asked.

Mikey shrugged. "I don't know… but he knew about the promise. Guys… how would he know that? And why would Leo try to kill me?" Mikey asked. "I have a feelin' there's somethin' we don't know." Raph growled. They glanced back at the fighting pair.

Leo hurled a punch into Shredder's face. Shredder blocked it with his forearm and sweep kicked Leo. The turtle leapt up and planted his feet on Shredder's chest, kicking off hard. Shredder staggered back and growled.

Shredder brought his sword up to block a downward strike. He kicked Leo into a large TV with a crash. Leo groaned and shook his head, slowly rising from the wreckage. Shredder breathed hard, chest heaving. Leo smirked. "You are finished worm." He laughed. Shredder shook his head and tackled Leo into Don's lab. They rolled on the floor in the lab, exchanging blows.

They both hit a large and heavy piece of equipment that was glowing and humming with electricity. They cried out in pain, sparks flying. They both thrashed in spasms of pain. The scent of burning flesh filled the lab. They went into uncontrollable spasms, chomping on their own tongues as they screamed.


	13. Chapter 12

**Disclaimer: I do not own the TMNT.**

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Don noticed arcs of electrical energy surging from his lab. "Guys, get down!" He shouted. Karai overheard him and ducked behind a wall. Mikey, Raph, and Don huddled low behind the stairs. A white wash from the surge blinded everyone.

Mikey blinked away the flash and quickly scrambled over to the lab. Don shook his head and stood up he rubbed his forehead. Raph noticed Mikey headed towards the lab. "Mikey! Wait up bro!"

Mikey wobbled into the lab and dropped onto his knees next to Leo and Shredder. Both were panting, had open sores on their skin, and had steam drifting from the sores. Leo drew in a wracking breath and tried sitting up. Shredder groaned and turned onto his front. Mikey crawled over to Shredder. "Leo? Is it you?" He whispered. "Michelangelo…" Leonardo rasped.

"Shutup, you're not my brother!" Mikey shouted at him, he clenched his hands into fists. Leo gave Mikey a shocked look. "M-Mikey, please…" He began. Mikey glared at him. Shredder looked down to see his stump of a right arm. Mikey sent a punch to Leo's face with tears collecting in his eyes. "Shut up!"

Leo's head smacked into the ground, he groaned and turned onto his plastron. "Mikey… it's me… please… you've got to believe me…" Leo whispered.

Mikey shook his head violently. "No, you're not Leo. You-YOU! You killed Master Splinter! You dropped his ashes on purpose!" Mikey sobbed. Leo's eyes went wide. "No…" He whispered, tears blurring his vision. "No..." He repeated. Leo turned a glare onto Shredder. "You bastard!" Leo growled at him. He trembled.

Don and Raph entered the lab then. Leo struggled to get up, he was ready to rip Shredder's throat out. Raph planted a foot on his shell, Leo's plastron hit the floor again. "So what the hell is goin' on 'round here?" Raph asked, glaring down at Leo. Mikey pointed at Leo. "He's Shredder, this is Leo… It's confusing but true." Mikey said.

Leo struggled weakly under Raph's foot. "Guys, please…"

Don rubbed his chin, still not totally convinced. Leo looked over his shoulder at them. "You have to believe me! I can't go another day having you guys think I'm Shredder, when he's right under your nose and ready to kill you! I can't live with it anymore! If you don't believe me, kill us both, at least then you'll be safe!" Leo snapped angrily, trembling still.

Raph and Don exchanged glances.

"You'd like that, wouldn't you?" Mikey whispered, standing up from beside Shredder. "Mikey, what're ya," Raph began, stepping forward. "Raph, don't you see? Leo… That thing," Mikey shouted," is trying to take Leo away from us! He can't kill us all, so he's trying to take our brother with him!"

Don stared at him suspiciously while rubbing his chin. "Mikey, I don't know about that one… It sounds very… I don't know…"

Raph nodded in agreement with Mikey. "Donnie, I think the knucklehead's right. This thing is trying to play us like usual. And didn't he try to kill Mike?"

Leo shook his head and slammed his fist on the ground. "You guys aren't even being rational!"

Don glanced at the sudden display of frustration and nodded. "Leo would never lose his cool like that."

Leo stared at them in disbelief.

"However, we can't be totally sure." Don interjected. "I need to run some tests… and… we have yet to hear from the other suspect."

All eyes turned to the Shredder, who was staring at his stumpy right arm in disbelief.

No one noticed the dark shadow at the entrance to the lab. The shadow turned and fled the scene.

~.~.~.~.~

Leo sat restrained in a chair; his wrists were tied to the arm rests and his ankles to the legs of the chair. He glared daggers at the Shredder who was equally bound, with the exception of his stump limb, and sitting across from him.

His brothers stood around them, with arms crossed. Leo's glare was filled with animosity, and each of the brothers could sense it. Donatello cleared his throat.

Leo slowly turned to the turtle in purple, his glare replaced by an emotionless face.

"We're going to refer to both of you by your physical identity while we remain in the dark. These tests were mostly scientifically based and reflect on your thought processes. It came close, with Leo at five out of eight and Shredder at six out of eight tests correct." Don stated, reading off a sheet. He looked at Leo with a hateful glare that was echoed by his brothers.

Shredder looked up, his eyes glowed with glee and hidden malign intent.

Leonardo stared at the ground with an emotionless expression. "I never thought it would end this way…" He thought to himself. Leo took a deep breath and looked up at his brothers. "I suppose you plan on executing me now…" He said shakily.

"You don't even need to ask." Mikey spat, glaring angrily.

Leo inhaled and clenched his fists. "I respect your decision, but I cannot allow it. He is too dangerous."

He suddenly leapt out of the chair, dropping a piece of glass he had used to loosen his bonds. Leo quickly yanked a sai out of Raph's belt and charged at Shredder.

The tall human quickly leapt from his chair, he had cut at his bonds as well, and dodged the initial strike. Leo growled angrily and ran after the fleeing figure. "Shredder! Come back here you coward! You murderer!" He roared. Mikey, Raph, and Don quickly followed suit after recovering from the initial shock.

Leo hurled the sai at Shredder's ankle; the human leapt up and stumbled as he landed before continuing his run. Leo snatched one of his katanas from the ground and chased him through the entrance of the home, into the sewers.

~.~.~.~.~

Mikey had sprinted far ahead of his slower brothers; he panted but kept up his pace. His feet splashed in the water with each foot step. He began to hear more sets of splashes, and caught sight of Leo's blue mask tails fluttering. He snatched his nun chucks from his belt and began building their momentum and power in spins. His eyes narrowed and he sprinted faster, legs pumping, muscles contracting. Pushing.

He swung his right hand nun chuck down, hitting the back of Leo's leg with a crack.

The older turtle cried out in pain and stumbled forward onto his face into the water. He shook his head and instinctively rolled to his right. He quickly stood up, panting. Mikey glared at him with hell-born fury. "You're not getting away this time, you monster." Mikey snarled, once again swing the nun chucks on their respective chains. Leo's chest heaved with exertion and he wiped his brow with one arm. "Michelangelo, I don't want to fight you."

"You don't get to make that decision!"

Mikey charged, swinging his nun chucks with deadly accuracy. Leo ducked and side-stepped each blow, he leaped backwards to avoid a powered attack. His hand shot out and gripped Mikey's wrist. The younger turtle flicked his other hand, sending the nun chuck down to wrap its chain around Leo's wrist. Mikey then maneuvered Leo to the ground with the crushing of the chain. Leo growled as he was forced onto one knee with his right arm behind his back. "Mikey, let me go now." He warned. The younger turtle did not heed his warning. Leo twisted suddenly with surprising flexibility, sending the turtle in orange to the ground. Leo stood up and with a second glance, ran after Shredder. His legs pumped rapidly, despite his exhaustion. He focused only on moving his arms and legs. Leonardo's breathing grew more ragged with each step. He was so exhausted and focused that he did not notice Karai until she was upon him.

A katana came down in a fiercely powerful slash. Leo leapt back with a cry of surprise. Karai charged with her katana. Leo shoved her blade aside with a slash and kicked her defenseless shoulder, sending her into the wall. Water splashed wildly with their quick movements. Karai turned and hit the wall with her back. She glared at him. "You deceived me, Leonardo!" She snarled as she stabbed forward. Leo sidestepped and trapped her arms with his right arm. Leo bared his teeth and elbowed her with his right arm once, twice, three times before sending a hefty punch with his left hand into her face. Karai stumbled back into the wall and quickly brought up her katana as Leo's slashed down.

Leo's mouth was set in a grim line and his eyes were narrowed. His katana scraped against the flat side of hers with a squealing sound before hitting the hilt and snapping it off with a screech. Karai quickly moved her katana in a circle, throwing Leo's sword arm out and stopping him from slicing her hands open. Leo quickly rolled to his right and came to his feet, evading a downward slash. They circled each other slowly, trying to anticipate each other's moves.

"I thought you were honorable, Leonardo." Karai snapped. "It seems I was proven wrong, and you have dishonored my clan! You've turned us to wretchedness!"

"Get your facts first, and then you can distort them as you please." Leo replied before charging in again. Karai ran towards him and slashed at his waist. Leo leapt up and spun, slicing at her torso. She ducked and rolled under him to slash his back. Leo quickly turned his body and brought his katana up to block the strike with a clang and a flash of sparks. He pushed down and gripped her tunic, yanking her forward and down into the water. Karai hit with a heavy splash she grunted and growled in anger. Karai grabbed a chunk of mud and flung it back. It struck Leo's eyes and the turtle reeled back, wiping at his eyes. Karai growled angrily and surged forward while Leo was unsteady. Her footsteps splashed loudly in the sewer and the air whistled as Karai slashed her katana to decapitate Leo. The young terrapin turned, avoiding the slash and trapped her arm in the crook of his elbow. He kept turning until his elbow struck her jaw hard and solidly. A heavy pop sounded and Karai screamed. She fell back and Leo released grip of her arm.

He wiped the mud out of his eyes and turned at the sound of footsteps. Mikey's form came hurtling through the darkness towards him, the _whish whish_ of his nun chucks resounded in the air. A sudden lance of pain shot through Leo's left shoulder. He switched the grip of his sword to that of a backhand. Leo quickly stabbed behind and turned while skidding back, yanking a katana blade out of his left shoulder with a muffled cry of pain. Karai was holding her bleeding side and glaring at him angrily. Suddenly she smirked. Leo froze at that and turned around to see the Shredder step out of the shadows and run his katana through Mikey's abdomen. Mikey impacted the sword hard. The blade penetrated his abdomen up to the hilt. Mikey dropped his nun chucks with a breathless cry of anguish. Leo's eyes went wide and his mouth opened in disbelief. "No!" He screamed.


	14. Chapter 13

**Author's Note: Sorry for a late update, I was on the military ball committee and quite busy trying to make the ball a success. Everything went well and I am now back to writing. I will be making updates every other week at the earliest, I'm busy studying for my World History exam. This chapter was pre-written but I had problems with the dialogue. Anyways, it's done now. Thanks for reading! Please review!**

**Disclaimer: I do not own the TMNT.**

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Karai shot forward and made to cut Leo in two. Leo quickly brought his katana up and blocked the blow, he growled in anger. He kicked her shin and shoved her back. She fell upon her rump in the water.

Shredder yanked the blade free with a sickening sucking sound and a slap of blood upon the water. Mikey fell to both knees while clutching the deep wound with both hands, struggling to stifle the flow of blood. His body shuddered and he gasped for breath. Shredder swung his arm back, prepared to take off Mikey's head.

Leo charged and smashed his katana into Shredder's raised blade. Shredder stumbled back wildly and Leo took a defensive stance over Mikey's body. Leo gritted his teeth and hoped that Raph and Don weren't too far away. Karai charged in and slashed with abandon. Leo was on the defensive now; he blocked each strike easily and managed to hit the back of her wrist. Her katana fell out of her hand and Leo caught it. He quickly slashed at her, leaving traces of red on her arms and face. Karai stumbled back and Shredder leapt in, slashing with ease and practice. Leo parried as much as he could, but he was becoming more and more exhausted. Karai joined Shredder, having unsheathed a second katana. Leo struggled to deflect their attacks but it was taxing on his mental and physical endurance.

Shredder and Karai struck in unison, Leo didn't have the strength to deflect two attacks at once. He crossed his katanas to block the Shredder's blade with a heavy clang but Karai's katana sliced across his right thigh. Leo grunted and shoved Shredder off. Leo panted as blood ran down his leg. Karai and Shredder backed a few steps away, deciding on their next course of action.

Karai nodded as Shredder snapped orders. The duo sprang forward with swift agility. Karai struck head on, bringing her sword down on Leo's head and aimed a kick to his side. Leo swung his katana up with a screeching clang. He stepped in, placed his foot behind her planted one and yanked in a single quick motion. Karai toppled back but rolled into a crouch. She cried out in anger and charged again. Their blades clashed with a screech. Leo caught sight of Shredder out of the corner of his eye and leapt back just in time to avoid a blow that would have taken his right arm.

Mikey whimpered in pain between Leo and the deadly duo. Leo's eyes widened as he realized what the two were doing. His eyes narrowed again and he swiftly shot forward. Leo screamed in anger and slashed without restraint. Karai and Shredder were forced to parry and quickly move backwards. Leo was relentless, fury fueled him. A sliver of silver shot past Leo to embed itself into Karai's shoulder. She grunted in pain and quickly backpedalled as she tore a red hilted and bladed sai out of her flesh and threw it at Leo. He deflected the throw with a swipe of his katana. Leonardo gave a quick glance back to see Don kneeling next to Mikey and Raph rushing in to assist.

He returned his attention to the duo and continued his attacks, forcing them back. Raph joined in the fray, though he was careful to avoid Leo's katanas as they moved with extreme speed. Karai leapt back and hurled a handful of pellets at the Leo's and Raph's feet. They exploded into smoke upon impact and surrounded the two turtles. Leo and Raph coughed, but the smoke quickly cleared. Leo growled and started forward. A hand rested on his shoulder, Leo turned back to meet Raphael's eyes. "Let em' go, we got otha' things t'worry about." Raph said, jerking his head in Mikey's direction. Leo glanced back at the direction that the two had fled and nodded. He sheathed his katana on his back and threw Karai's katana into the water with a splash. He quickly turned, his mask tails fluttered. Leo walked over to Mikey and Don, he knelt down. "Will he survive?" Leo asked, not looking at Donatello. The turtle in purple had laid Mikey on his shell and was still wrapping the younger turtle's abdomen. Don bit his lip. "Not like this. He needs blood."

"I'll donate, we're the same type." Leo said quickly.

Don shook his head. "That's not it. He's got too much adrenaline in his system. It's already affected his heart. He has less than an hour left."

Leo shook his head, tears in his eyes. "It's not over like that. It can't be… I'll give him mine." He said suddenly. Don and Raph exchanged glances. "Leo we don't know if that will even work-" Don began. "It'll work, and you know it, Don." Leo stated. Don closed his mouth. Raph chewed his lip. "…No…" Mikey whimpered. Leo cupped Mikey's cheek. "Don't worry Mikey, it'll be okay." Mikey's pale gazed looked into Leo's somber eyes. "Leo… don't… don't y-you dare…" He managed before clutching his chest with a groan. Leo sighed and shook his head. "Okay Mikey. We'll go for ice-cream after this okay?" Leo said, forcing a smile. Mikey breathed deeply and nodded before closing his eyes and drifting into unconsciousness.

"Leo…?" Raph began. "I'm sorry; I had to lie to him." Leo stated before Raph could form a question.

~.~.~.~.~

Raphael waited outside of the sterile lab. His eyes were shifty, this was dangerous ground but it was the only place they could possibly go along with this procedure. He clenched and unclenched his fist. He turned his gaze to the brick wall that separated him from his brothers. Raph put a hand on the wall and could not stop the sobs that wracked his heavily built frame. His shoulders shook with each sob and tears ran freely down his face. He punched the wall and bit down a scream of anguish.

He hadn't even been able to tell Leo good-bye.

~.~.~.~.~

Leo lay on the operation table and turned his head to stare at the white curtain that separated him from Mikey. Leo sighed and closed his eyes before turning his head back to the ceiling. He took a deep breath of resignation. He placed a hand over his chest and felt the rhythmic _thump-thump _of his heart. "Such a simple thing…" Leo whispered. He removed his hand. "It's not mine anymore." He reminded himself.

Don stepped out from behind the curtain. He was clothed in sterilized equipment. He walked over to Leo's side with his shoulders shaking. "I'm sorry Leo… I-I" Don sobbed. Leo took Don's hand and gripped it. "Donnie… don't apologize for anything." He whispered. "It'll be okay."

Don sniffed. "I should've run more tests, I should have known it was you, I should have prepared for something like this. I should have," Don cried. Leo shook his head and pulled Don down to meet him eye to eye. "Never blame yourself, Donatello. You could not have foreseen any of this. You did your best. Quit acting like this." Leo stated seriously. "When Mikey awakes and finds out that I'm dead, you can't be blaming yourself for it. You need to be strong. Now take a few deep breaths and we can get started." He said, releasing Don. The purple masked turtle straightened and nodded. He wiped away his tears and Leo once again relaxed. Leonardo closed his eyes, taking a deep breath once again. He could feel Don grasp his wrist and Leo's eyes suddenly snapped open with a surge of emotion. He caught Don's wrist with startling speed and strength.

Don eyes roved to Leo's and the sight tore at him. Leo's eyes were filled with tears and fear. Don gently pried Leo's hand from his wrist and held it. He held his elder brother's gaze. "Leo," Don began, not knowing what to say. Leo swallowed and nodded. "It's okay, I'm okay. I'm just… I had hoped to be here longer." He whispered. Don's eyes grew wet. Leo's breath hitched. "I never thought it would end like this," Leo continued, closing his eyes. He smiled sadly. "It doesn't matter though. I would gladly give my life for any of you. My purpose has always been to protect the three of you. Just… When Mikey wakes up and realizes that I… That I lied to him… please just keep a close eye on him, Don. I love him, I love all of you… and he'll hate me for lying to him like this." Leo whispered.

Don gasped. "Leo, he wouldn't," Don started. "No," Leo interjected," don't try to make me deny the obvious truth. Just let me die with clarity. I want to know the truth." He sighed. Don's eyes were wet and he couldn't look Leo in the eye. "Okay… I've stalled long enough…" He stated.

"Good-bye, Donnie." Leo spoke before closing his eyes.

"Bye… Leo…" Don whispered sadly as he inserted the anesthesia.

~.~.~.~.~

Raph leaned his forehead against the wall, tears raced down his cheeks. He punched the wall before falling to his knees. "Leo… we need ya'… I don't care what I have t'do, but I gotta' make sure ya' live. There's gotta be a way." Raph stated. He stood up and knocked lightly on the door to the lab. Don opened the door with red eyes. "Raph, I need full concentration. You can't be-" Don began. "Can we get an artificial heart fer' either of em'?" Raph asked quickly. Don shook his head. "We don't have one, we can't make one, and we have nowhere to get one." He sighed.

"The Foot's lab." Raph stated. Don was about to shake his head again but he stopped. "Stockman's artificial body equipment could help with that, he-" Don mumbled. "It might just work!" Don whispered in astonishment. "But you'd have to go without us. Mikey is on life support, Leo is already unconscious, and I have to stay here in case complications arise. You need to hurry up and get that heart." Don said. Raph nodded. "I'll be back, call me if anything happens." Raph said, already sprinting away.


	15. Chapter 14

**Author's Note: Surprised? So am I.**

**Disclaimer: I do not own the TMNT.**

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Raphael crawled through a ventilation shaft, sweaty and covered in scrapes and bruises. He pushed through a vent and dropped from the ceiling into an empty hallway. He lightly sprinted down the hallway, looking for signs (he had no idea where Stockman's lab was). Raphael paused as he reached an intersecting hallway; he leaned against the dark gray wall and listened.

He heard nothing other than the sound of his own breathing.

Raph rounded the corner and ran down the hallway with the blank dark gray walls. He turned another corner and another and found himself standing underneath the open ventilation shaft. Raphael ground his teeth and clenched his fists in frustration. Raph continued down the hallway, slower than before, and rounded the corner to slam into a foot ninja.

Both of them fell back upon their rumps and stared at each other in shock. The foot ninja was clothed in dark gray and his dappled gray cloak settled messily about his masked head. The ninja's eyes were covered by thick black goggles; otherwise Raphael would have seen the ninja's bugged eyes. Raph quickly stood and unsheathed his sai in one motion. The ninja was even quicker, having stood and unsheathed his katana and thrust it at Raph. The red masked turtle staggered back in surprise. The ninja had his head bowed and the hilt of his katana to Raphael.

"Forgive me; I have no wish to fight you. I am an elite ninja guard to the former master of this clan." The ninja said in a smooth toned voice, revealing a seal to Raphael. The seal was a brass icon of two crossed katanas laced with ivy. Raph stared at him suspiciously. The ninja glanced down the hallway cautiously. "You may want to make your decision quickly; this is not a safe place to speak."

Raph grumbled something in reply, but he knew the ninja was right. Raph snatched the ninja's katana. "Alright, but only 'cause I dunno' where Stockman's lab is." Raph grumbled. The ninja bowed. "I am Tenjin, I will lead you to the laboratory, but we must hurry." The ninja said, turning and sprinting down the hallway. Raph nodded and followed, still not trusting of Tenjin. They turned too many corners for Raph to count. The turtle in red had stopped keeping track after ten different turns. Suddenly Tenjin stopped in front of a black door and Raph smacked into his back. Raph muttered curses as he stood up from the floor. Tenjin swiped a card-key into the door's lock and it opened with a click. Tenjin opened the door and entered, Raphael followed uneasily. The room was pitch-black except for the eerie red glow of computer screens. The two exchanged glances and continued inside. "Where would this guy keep his artificial crap?" Raph whispered. Tenjin paused, considering the question. He nodded to a case on the wall with the words "ARTIFICIAL CARDIO REPLACEMENT" written on it. "Ah, well that looks like it could be useful." Raph muttered, grabbing the case and opening it. He scrutinized the mechanical device inside, it hummed with energy every few seconds. Raph nodded and closed it. Tenjin coughed suddenly. Raph turned to look at him and froze. "Crap…"

A large group of ninja had filled the room. Tenjin tilted his head and gave what Raph thought was a wink. Tenjin snatched his katana from Raphael. He stood up and, gripping Raph's wrist, yanked the red-masked turtle to his feet. Raphael was caught by surprise and stumbled forward. He turned and growled at Tenjin, ready to beat the slim ninja. Tenjin laughed. "Do you really think that to be a good idea, turtle? Now move!" Tenjin yelled at him. Raph leapt back as Tenjin hurled black objects into the midst of the ninja. Gas erupted from the round objects and Tenjin dragged Raph out into the hallway. Raphael was careful not to bang the case around while keeping pace with Tenjin as they ran. They skidded to a stop in front of a pair of huge windows.

Tenjin turned to Raph. "I'll lead them off, get out of here quick. I will send my comrades to help guard your family, is that okay with you?"

Raph nodded. Tenjin sighed in relief. "Bye Raphael, I will try to make it back to your home." He said before shoving the startled turtle through the window. Raph shouted curses at the gray-cloaked ninja who waved happily before disappearing back into the building. Raphael turned in mid-air, the wind buffeted him and made him shut his eyes lest they dry out. "I heard Donnie say that people die before they hit the ground." Raph thought to himself as he slowly opened his eyes. "That'd be a cool way t'go, but it ain't quite my cup o'tea." Raph growled. He reached out with his left hand and grabbed hold of the edge of an open window from the foot tower. He slammed into the building and grunted in pain. "What a lucky break." He grumbled, sliding into the building. He shook himself a bit. "I bet whoever left that open is gonna' be in a world of shit." Raph commented as he took off, heading for the elevator that was conveniently across from the open window.

Raph entered the elevator cautiously and pressed the button to take him to the second floor. The elevator music began, Raph tapped his foot on the floor and his face settled into an unamused expression as the elevator chimed every floor they passed. He grumbled and looked up at the sign: tenth floor. Raph sighed.

_Ding!_

His shell-cell began ringing.

_Ding!_

Raph gently set down the case and grabbed the shell-cell from his belt.

_Ding!_

His caller I.D. showed that it was Don calling him.

_Ding!_

Raph answered. "What's up?"

_Ding!_

"Yeah, I got it. Why?"

_Ding!_

Raph glanced at the watch he had underneath his left wrist guard.

_Ding!_

"Hold on, let me put ya' on speaker, I can't hear shit."

_Ding!_

"There, you're on speaker now."

_Ding!_

Don's voice came out static. "Raph, I have to start the operation now. Mikey's heart is slowing down. I'm moving Leo's heart to Mikey. You've got five minutes to get here with that heart or Leo will die."

_Ding!_

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**Reviews please?**

**Fun Fact:**** The human body can only survive 2 minutes without a heart. After 2 minutes, the brain dies from lack of oxygen.**


	16. Chapter 15

**Author's Note: This chapter was harder for me to write, but I did it! Anyways, I know the heart transplant procedures aren't entirely realistic, but it's fiction ;) I can do whatever I want with it. Also, please review :)**

**Disclaimer: I do not own the TMNT.**

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Raphael sprinted through the sewers, panting heavily. Pain tore through his entire body with every step, every move of his arms. His lungs were burning and his sides were on fire. Raph's right arm was wrapped around a silver case with harsh red lettering. He held the case tightly to his chest. His feet splashed with the sewer water. He drove onwards, ignoring his pain. He grunted and winced as his left calf shot up in agony.

"_You have five minutes…"_

Raph shook it off. "Mind over matter…" He muttered under his breath as he ran.

~.~.~.~.~

Don shakily donned rubber gloves and proceeded to his operating area. Mikey lay with his eyes closed atop a lab table. Multiple tubes were connected to the unconscious turtle's neck. His skin was deathly pale. Don took a deep breath. He walked over to Leo's unconscious form, a mere two feet from Michelangelo and performed a final check-up. He nodded once he was satisfied with the results and kept two makeshift heart lung bypass machines at the ready.

Don began the operation with an incision down Leo's plastron, splitting the elder turtle's breastbone. "No time for screw-ups now…" Don thought to himself.

~.~.~.~.~

Raph staggered into the lair, breathing heavily. He leaned against the wall. He groaned and kept moving, leaning on the wall for support. He made his way around the wreckage of the lair. Raphael huffed and stepped into Don's lab. Donatello stood waiting by Leo's side. The elder turtle was a gruesome image, his plastron had been cut open and there was an almost empty space where his heart had been. The only thing keeping the elder turtle alive was the hissing machine behind him. A tube of some sort was hovering over Leo's open chest, it huffed a cold gas over the open area. Don's gloved hands were covered in blood.

"Hurry up; we don't have a lot of time! Give the heart to me." Don hissed. His eyes were wild with anxiety. Raph nodded and set the case on a table. He quickly opened it, revealing the small metallic construct. It hummed faintly and seemed to emit a pale glow.

Raph donned gloves quickly and removed the heart from the casing; it was cold to the touch. He handed it to Donatello who quickly snatched it and ran to Leo's side. He began a series of quick movements, removing and adding tubes from Leo's body. He gently and carefully lowered the artificial heart into Leo's chest cavity.

Raphael stared and put his hand to his mouth quickly as he watched Don move flesh around the heart. Raph had seen a lot of gory battle-wounds but he was unprepared for this sight. He took a few steps back. Don's eyes snapped up. "Don't you dare leave me right now." Don snapped, he turned back to his work. Raph looked sick; he turned his head away from the procedure and focused on not hearing the sickening sounds of the surgery.

Don gasped. Raphael turned about and his eyes went wide. The artificial heart extended tubes from inside of itself to connect with arteries and the remains of the old heart. It emitted a small vibration. Don stepped back, though watching the entire surprise with a nervous shudder. The heart froze in place and the screen monitoring Leo's vitals began beeping. Don stared in horror. Raph had no inkling of what was going on. He turned from Don's horror-stricken posture to the beeping monitor. His adrenaline began to rise with fear.

"Don, what's happening?" Raph shouted above the beeping.

"The heart-it-it's being rejected by his body!" Don cried, shaking his head with tears streaming down his cheeks. Raph froze in place. He felt a chill run through his body. Raph clenched his fists as tears slowly streamed down his cheeks. "After everything… he's just going to die…" Raph thought to himself. He closed his eyes.

"Don, do somethin'!" Raph yelled angrily, his eyes snapping open.

Don looked to his second eldest brother with red eyes. "I can't, this is beyond my control." Leo's body suddenly jerked. The two brothers stared at Leo in shock. The artificial heart in his chest slowly began pumping. It hummed faintly before pumping at a steady and healthy rate. Don shook his head. "It adjusted to suit his body…" He whispered in awe. Don shook his head to clear his thoughts. "Raph, can you go outside, I can handle the situation now."

Raphael nodded numbly, hardly believing what had just happened. Don turned to Leo's body and began closing up his chest. Raphael walked outside of the lab and closed the door. He sat down on the floor. Raph closed his eyes and took a deep breath. "He'll be okay…" He whispered with a smile.

~.~.~.~.~

Don walked out of the lab with a small smile. He noticed that Raph had dozed off next to the lab door. The red masked turtle was snoring and sitting with his shell to the wall whilst his mouth was wide open. Don chuckled at the sight. The purple masked turtle turned his eyes to the wreckage of the lair and suddenly stiffened. His smile disappeared and was replaced with a snarl.

A small group of Foot ninjas clothed in dappled gray stood amidst the wreckage. Don glared at them as he reached into his belt for his shuriken. The ninjas stood still, they watched Donatello intently. The tallest of the group stepped forward with open hands. "We mean no harm to you or your family. We are simply here to help guard your wounded brother and Master Leonardo." The ninja spoke with a smooth and calm voice. Don noticed that he had blood on his right leg along with a shallow tear.

"You have the nerve to come here and try to trick me after what you've done to my family? Forget it." Don snapped. The leader of the group lowered his hands. "Not everything is as it seems, Donatello-san." The ninja said. "We will not take violent action against you." Don's eyes narrowed.

Donatello brought his arm back to hurl the shuriken, a hand quickly grabbed his wrist. Don looked up to see Raph holding his wrist. "Raph, they're the enemy! They hurt our brothers!" Don cried in surprise. Raphael shook his head. "These guys aren't the enemy, bro." Raph turned and nodded in the lead ninja's direction. "That guy right there saved my ass and Leo's life. He brought me t'the heart and he gave me a way outta the Foot Tower." Raph turned back to Don with a small smile. Don stood tense for a few seconds but sighed and stood straight. "Okay, if these guys did as you say, then they can stay. But at the first sign of trouble, I won't hesitate to strike." Don said.

Raph grinned and gave his younger brother a noogie. Don protested at first but found himself chuckling as he tried to escape Raph's hold.

Tenjin smiled softly underneath his mask at the sight and turned to his comrades. Eleven ninjas stood waiting for his command; one had twin teak nun chucks in his belt. "Alright, let's set up a perimeter. No enemies get in, and we make damn sure that Master Leonardo and his family are safe."

"Hai," the ninjas chorused.


	17. Chapter 16

**A/N: Sorry for such a long wait, I've been extreeeeemely busy lately. What with my Euro-tour, the recent demand at work for advertisement projects and an event's list for the new year, and my new list of injuries (split lip, torn knee bursas, and two extreme hits to my shin), I have had my hands very full. I apologize again for the wait, hopefully I'll have the next chapter up by the end of the upcoming week.**

**Disclaimer: I do not own the TMNT.**

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Leo's eyes opened slowly, his chest rose and fell in an even rhythm. He sleepily stared at a white ceiling. His body had been pumped full of anesthesia and his system was attempting to shake off the effects with success. Leo's eyes were glazed and he could not think of anything save the white of the ceiling. Suddenly his mind cleared and everything came back to him.

Leo quickly sat up and agony ripped through him. He bit back a yelp and looked down at the source of his pain. His plastron had been cut along the center with precision. Leo put a hand to the center of his plastron and faintly felt a heartbeat. Leo shook his head in confusion and looked about. The room he was in was all white, though somewhat messy. Leo turned to spot Mikey in deep sleep upon a bed; multiple tubes were plugged into his arms.

"Mikey!" He rasped, as if he hadn't spoken in a long time. Leo attempted to rise, but pain swept over him like a huge wave. He fought a dizzy spell as he swung his feet over the side of the bed. It was then that Donatello stepped into the room. The purple masked terrapin had been reading off a clipboard and glanced up to see Leo moving. Don, not expecting this, flinched with a scream. Leo jerked his head in Don's direction with eyes the size of saucers. Raph sprinted into the room and careened straight into the screaming Don. Both turtles tumbled into a heap on the ground. A black masked ninja peeked through the door to the lab, as if expecting something terrifying to occur.

Leo clutched his chest as the ninja ran in and knelt down before him. "Master," The ninja began. Leo furrowed his brows in confusion at the sight of the ninja. "Tenjin?" He began with a puzzled expression.

"Leonardo! Don't you dare move one more muscle!" Don shouted as he untangled himself from a stunned Raphael. Leo froze and Tenjin was shoved aside roughly by an angry Donatello. The purple-masked turtle looked like he was about to have a tizzy fit. He checked Leo over and he ran a test on his vitals while Raph watched in mild amusement and Tenjin twiddled his thumbs. They remained silent, not wanting to set off the agitated genius.

Leo was staring at Michelangelo. Don noticed and followed his gaze. He smiled and turned to Leo. "It's alright, he's alive and well… and resting." Don said, placing emphasis on the word and shooting Leo a look. Leo frowned. "But… how…" He began. Raph chuckled and elbowed Tenjin who stumbled and glanced at him in confusion.

"I went t'the Shred-head's tower and fetched ya' a new heart. Tenjin here helped me along, though I was a'ready t'kill the guy…" Raph trailed off, giving Tenjin a look. The masked ninja shrugged it off. "Anyways, I gave Mikey your heart and I gave you an artificial heart made by Stockman." Don finished while writing some notes on his clipboard. He looked up to meet Leo's gaze. The older turtle was obviously stunned. He opened and closed his mouth a few times before letting his face fall into his hands. Silent tears streamed from his eyes.

Don and Raph, concern written on both of their faces, moved forward. Leo took them by surprise and wrapped them in a great hug. Tenjin leaned against the wall, a huge smile was hidden under his mask.

"Thank-you, guys, I… I'm so glad…" Leo managed quietly. Don smiled warmly, as did Raph. "Hey, bro, don't thank us." Don said with a smile after Leo released them. Raph nodded. "But don't you go runnin' off wit' out us anytime soon, bro. I'm serious, ya' had me really worried." Raph said, smacking the back of Leo's head lightly. Leo rubbed the said spot but smiled. "I'm not planning on it, Raph."

Raph blushed and turned away. "Yeah… whateva'." He mumbled, hiding his soft side. Don chuckled. "Aw, Raphie, you're just a big sweetheart, huh?" Leo teased. Raph's eyes widened. He turned about quickly with a growl. "Leo…"

"Hey! He's still recovering, Raphael! Do you know how long this process is? He's still…" Don snapped off, rambling again. Raph cowered from the raging Donatello and Leo smiled at the sight. "Master," Tenjin said, standing by Leo's side. Leo turned to him, still smiling sincerely. Tenjin cocked his head as the turtle stared at him. "Master…?"

Leo put a hand on the ninja's shoulder. "Thank-you, Tenjin. Thank-you for being by my side throughout this terrible incident… and for protecting my family," Leo said sincerely, his smile vanishing for a moment. Tenjin removed the hand from his shoulder, using his other hand to place a set of twin blue-hilted katanas in Leo's hand. Tenjin knelt to one knee and bowed his head, placing his right hand over his heart. "I pledged to serve you, Master. Through pain and disaster, I will remain to the very end, even if I were to fall in battle." Tenjin said in all seriousness.

Leo set the katanas at his side and placed his right fist in his left palm and bowed as much as his aching body would allow. "I thank you for your service to me, Tenjin, and I release you from your pledge." Leo said, causing Tenjin to snap his head up to the turtle.  
"Master! I could never abandon you! I swore to serve you until the very end!" The ninja exclaimed. Raph and Don turned at that, staring. Leo opened his mouth to speak but another voice interrupted before he could.

"Master, Tenjin is correct! We all will serve you until the very end," The ninja who wielded teak nunchaku, now standing in the doorway surrounded by ten others, cried. "Tekaru…" Leo murmured. They filed in behind Tenjin and knelt. "We swore to protect you, and we now swear to protect your family to the very end! Master Hamato!" They chorused. Leo watched and sighed. He stood shakily. Don opened his mouth to protest but Raphael stopped him with a shake of his head.

Leonardo unsheathed a katana with "shhh" sound and marveled at the weapon. It had been recently oiled very painstakingly, he noted. Leo pointed it to the kneeling ninja. "Is this the vow you choose to swear by?" He asked once. "Hai, Hamato-sama." They chorused. "Then I hold you to your oath, and I call to you now and forever more when in need. I bring you now as the members of the Hamato Clan. May your path be filled with honor and may your hearts remain true." Leo said, slowly bringing his katana about in graceful arcs. He finished by sheathing the katana and bowing. The ninjas collectively stood up and bowed.

Leo smiled and rubbed his chest tiredly. "I think it's best that I comply with Don and take a rest." He said sheepishly. Don rolled his eyes. "Now you listen to me." Raph simply grinned and clapped the older turtle's shoulder. "Get some rest bro. It's great t'have ya' back."

Leo's eyes traveled over Raphael's shoulder. Raph knew who he was looking at. Raph patted Leo's shoulder. "Don't worry, Leo. We'll wake ya' up when he's opens his eyes." Raph offered reassuringly. Leo smiled at him. "Thanks Raph." Don opened his mouth to protest but Raphael waved him off. "Go away ya' mother hen." The red-masked turtle shot at him. Don gave him a blank look. "You're so inconsiderate." He muttered under his breath, but he smiled at Leo. "Sorry for acting like this, bro, but you really need to rest after all that trauma your body went through."

Leo nodded and smiled. "I know, Donnie, sorry for misbehaving." He said sheepishly.

The ninjas watched as their leader laid down on the bed again. Leo's eyelids grew heavier as he turned his gaze to them. "Please protect my brothers while I rest, and scout for a new home… It's not very safe here." He ordered sleepily. "Hai, Hamato-sama." They chorused and disappeared through the door. He glanced at Raph and Don who watched him with a tender gaze. He could see the worry and fear in their eyes despite the smiles on their faces.

They were afraid of the looming danger.

Leo closed his eyes. "He'll be coming back to finish us soon, no doubt."

"We'll just have to be ready for him when the time comes."

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**A/N: Please review, the reviews encourage me to continue!**


	18. Chapter 17

**A/N: Hey two chapters in 24 hours, I'm doing good so far! Hopefully there aren't too many errors in this chappy, I did this in parts due to having to clean my split lip and take care of some housework. I know it's short, but there wasn't much catching up left to do with Mikey right here. I'll take care of that stuff in the next chapter. Alright, to the chapter, yes? This one is a few days after Leo woke up, and I'm hoping I didn't botch this one with Mikey.**

**Disclaimer: I do not own the TMNT.**

* * *

Michelangelo found his pleasant dreams abruptly ended by the sound of something splintering horribly. He sat up quickly and yelped as his abdomen and chest exploded in pain. "Ooooh oh, that didn't feel too good." He thought to himself, easing back to laying down.

"Raph! I already told you that it's really unstable here! Don't be trying to move stuff like that!" Don's voice echoed. "Well I'm bored t'shit, Brainy! I'm wonderin' if there's still a functionin' T.V. here!"

Mikey wrinkled his face in puzzlement and glanced about the white room.

"Raphael! Don't break anything else! We have very little salvageable equipment as it is!" Leo's voice rang out. Mikey's head whipped to the side, spotting Leonardo sitting on the bed rewrapping the hilts of his katanas. Mikey's eyes began to grow wet with tears as he eyed the bandages around Leo's shoulder and chest.

Leo sensed something and turned, his eyes went wide as they met Mikey's. Leo dropped the katanas and quickly, though stiffly, made his way to Mikey's side. Leo pressed his forehead to Mikey's . "Shhh, Michelangelo, it's okay. Everything's okay now." Leo whispered, clutching Mikey's hand in his. Mikey sniffled. "Leo… I'm sorry…" Mikey started. Leo pulled back and shook his head. "Don't you dare Michelangelo. I've been hearing far too many apologies for the past few days. I just want things to calm down again, Mikey." Leo stated, looking deep into Mikey's eyes. Mikey swallowed. His eyes streamed tears and Leo wiped them away. "It's okay, Mikey, everyone is alive and well. In fact everyone has been waiting for you to wake up." Leo said with a smile.

"Really?" Mikey managed with a small smile. Leo nodded. "Yeah." He replied, happy to see a smile on his baby brother's face.

"Leooooo!" Came Donatello's angry voice from the doorway of the room. Leo turned and grinned sheepishly at the furious purple-masked turtle. "Donnie… surely I can move about now?" Leo asked, standing up with a sheepish grin plastered on his face. The furious genius began ranting angrily and Leo had a guilty look on his face. "Oh come on, Don… Mikey woke up." Leo said, trying to wriggle his way out of the angry turtle's scrutiny. "He did?" Raphael's asked, shoving Don out of the way and making his way into the room with a huge grin.

Michelangelo found himself bombarded by the smiles and loud voices of his brothers—and he couldn't help but smile back. His smile suddenly disappeared and a look mixed between bewilderment and pure animosity appeared on his usually smiling features.

Don frowned and turned to spot Tenjin peeking from the doorway. "Mikey, it's okay, that's Tenjin. I wasn't too happy about him at first, too—but he's actually been helping us a lot since he and the others got here. They used to work for Leo back when… well he was the Shredder." Don explained, furrowing his brows near the end of his sentence. Leo seemed quite uncomfortable by the explanation as well. Raph simply shrugged. "But he's one o' us now, bro'. He's the one who helped me fetch Leo's lil' ticker." Raph said with a grin, knocking on Leo's plastron. The older turtle shot a glare at Raphael who grinned wide.

Mikey wrinkled his face in puzzlement, forgetting the ninja. "Leo needed a heart?"

Don paled at that, glancing at Raph who seemed to regret his previous joke. Mikey sat up, his face a mix of hurt and betrayal. "You gave me your heart? You broke your promise…" Mikey whispered in incredulity. Leo sighed deeply. "Michelangelo…. I…"

"No. It's my fault. I removed his heart and gave it to you, Mikey. You were destabilizing quickly and Raph had already ran off to get Leo an artificial heart…" Don trailed off after seeing a fuming Raphael.

"Ya' have no right t'get all righteous with Leo. He did a brave thing fer' ya'. Ya' better appreciate that kinda' thing, Mikey. Not a lot o' people can give ya' their heart." Raph bit off every word, Don giving him a warning look so as not to set off their younger brother and cause more problems. "Raphael, that's enough." Leo said with a sigh as he rubbed the bridge between his eyes. Raph looked at him with a "are you seriously gonna' take crap like that" face. Leo shot him a glare and turned back to Mikey, who was on the verge of tears.

"Michelangelo," Leo said, dropping to one knee with a grimace. Don moved forward but Raphael caught his arm and shook his head. "This is somethin' they gotta' take care of." Raph whispered, stepping back. Don nodded and followed suit, the both of them nodded.

"I did break a promise, and I had intended to from the start. I, however, am not sorry for what I did." Leo said, kneeling. "I understand if you're mad at me. I understand if you are unwilling to speak with me for a long time. I-"Leo continued, his head bowed. Mikey yanked Leo's mask tails and the older turtle gave a muffled yelp as he was dragged into a hug. "I'm not mad at you, Leo." Mikey whispered, hugging Leo tightly. "I can't be, you saved my life! You protected me with all you had even when I thought you were an enemy… "Mikey whispered. Leo hugged him back gently and basked in the comforting embrace. "I was just trying to keep that first promise, Mikey." He whispered back. "I know," Mikey said.

The two remained that way for a few minutes. Raph and Don watched with warm smiles.

"Hey Leo." Mikey said.

"Yeah?"

"You still owe me ice cream."

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**A/N: I know, but I needed to bring back some humor. I don't want to go too OOC here. Anyways, thanks for reading this one, please review!**


	19. Chapter 18

**A/N: Sorry about that. I was planning on updating last week... or the week before, I can't remember. Anyways, it's here now, so, please enjoy and review! :3**

**Disclaimer: I do not own the TMNT.**

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A clang echoed throughout the dark and crumbling lair. Destruction and age had taken hold on the old abode. Broken bits of bricks and what were once pieces of pillars lay scattered in mounds about the seemingly empty clearing. A ray of artificial light crept from between the cracks of a door.

Donatello, looking tired in his lab coat, peeked his head through the door, spilling light onto the remains of the lair. A worried expression was etched upon his features as yet another clang broke the near silence. He turned as a green hand gently tapped his shoulder. He met the gaze of his red-masked brother.

"I'm sure Tenjin has it handled." He comforted Don in that thick Brooklyn-accent of his. Don frowned. "I know, but if that heart-" He began. Raphael smacked the back of the genius' head lightly. "Don't worry about it Don, ain't no use in it. He ain't gonna stop even if ya' tied him t'an anchor. At least he ain't runnin' off t'the surface bro'."

Don sighed. "I suppose you're right, Raph."

"Damn right I am."

"Yo, bros, can I have some more ice cream?"

Raph's face fell into a scowl. "At least Leo ain't annoyin' us with 'favors'." He grumbled. Don merely chuckled and retreated back into the room, letting the door close with a soft click. The clanging sound continued.

~.~.~.~.~.~

"You are an even better fighter in your own body, Master." Tenjin could not help but compliment as he was forced to dodge another sword stroke. Leo furrowed his eyeridges and stepped back, lowering his katanas. "Don't call me that, Tenjin. My name is Leo or Leonardo, but I am not your master." Leo sighed, wiping a thin layer of sweat from his forehead. Tenjin shrugged. "Sorry, it has become a habit of mine... Leonardo-san. It is one not easily broken." The ninja offered. Leo still appeared peeved about something but he shook his head and nodded to Tenjin.

"Let's continue this." He said, raising his katanas once more. Tenjin nodded and took a stance, wielding a katana in his left hand and a wakizashi* in his right hand. Leo went into motion, sprinting with a slash aimed for Tenjin's chest. Tenjin smacked it aside with his wakizashi and drove the pommel of his katana into Leo's solar plexus.

The blue-masked turtle twisted aside, effectively dodging the blow. Leo continued his twist, ending up behind Tenjin, and sweep kicked the ninja's feet out from under him. Tenjin fell on his back and rolled with the motion, keeping his weapons tucked close to his body. He rose into a crouch, waiting for the next move.

Leo, still standing, motioned for Tenjin to come at him. The ninja grinned under his mask and complied happily. Tenjin sprung, becoming a whirlwind of slashing blades. Leo began weaving in a dance to avoid the sword strikes. His eyes darted to the red symbol patched onto Tenjin's chest. He seemed to freeze up and leapt back, dropping his katanas. Leo was pale, as if he had seen a ghost.

Tenjin blinked. "Leonar-" He began.

"I need to rest." Leo cut in quickly before sprinting off, fleeing the lair and racing through the sewers. Tenjin stood there for a few seconds, frozen in shock.

~.~.~.~.~.~

Leo sat at the end of a dark dead end tunnel. His shell was against the mossy wall and he sat limp there with his eyes glazed; staring into the inky blackness of the tunnel. He remained silent and motionless. Had anyone been watching, they would have thought he was a mossy rock. His thoughts, however, were another matter.

Flashes of distant memories played in his mind's eye. His face was blank and he cringed slightly like a tormented animal.

_Blood upon steel and a red symbol akin to flesh._

Tears welled and he closed his eyes. "Please stop..." He whispered, dropping his head into his hands. He felt a rough patch of skin on his cheek and couldn't suppress a shiver as he thought of the cause of the scar.

He wrapped his arms around himself, quaking now. Another memory flashed and he cringed. "My... body... used." He choked out. "Filthy... unwanted..." He gasped in breaths.

He pressed the palms of his hands to his closed eyes before clenching his skull in both hands. "Get out of my head. Get out of my head. Get out-get out-get out!" He screamed. His scream echoed throughout the tunnels.

Leo tensed as yet another memory that did not belong to him played in his head. His vision went fuzzy, replaced with a first person view of a dark room.

_The voices of his brothers were scattered about him. The lights came on and his brothers were waving him towards the kitchen where Mikey was cooking breakfast and Master Splint was sipping a cup of tea at the table. Both greeted him warmly._

His vision went fuzzy again.

_He was now in Master Splinter's room, a syringe in hand. His father was sleeping peacefully on his bed as Leo silently approached. He could feel the corners of his mouth rise into a malicious grin as he stood over Master Splinter and stabbed the syringe into his father's flesh._

"No!" Leo cried, trying his best to think anything else to stop the memory but failing.

_His father's eyes snapped open and met his. Splinter's mouth opened but only air escaped and his body shuddered before jerking wildly. His father's eyes remained focused on his until he went still. Master Splinter's eyes glazed over._

_Leo felt for a pulse on the old rat and found none. A laugh tore through his throat, followed by a chorus of laughter._

Leo was now pale and covered in a sheen of sweat. He was quaking. "Father... I... I..." He choked out, tears streaming from his eyes. "No more!" He whispered. Leo turned and pressed his forehead against the wall. "I can't take it. I killed-no! I didn't! I didn't kill him! I couldn't have killed him!" Leo whispered again, becoming terribly confused by the memories.

"I won't let it take over me!" He cried, bringing his head back to slam it against the wall in hopes of losing his corrupted memories. He brought his head down on the brick wall with a heavy smack. His vision exploded with stars and he slumped over onto his side. Unconsciousness tugged at the edges of his mind and he let the darkness take him.

~.~.~.~.~.~.~

Tenjin knocked lightly on the lab door. He held Leo's katanas, wrapped in a bundle, under his left arm. The door opened, revealing a nonchalant Raphael. The red masked turtle's eyes darted down to the katanas in Tenjin's hand. "What happened? Where's Leo?" Raph growled.

Tenjin cocked his head quizzically. "He said he needed to rest and I figured he was here..." Tenjin trailed off. Raph's face became a mask of anger and frustration and a tinge of worry. Tenjin placed a hand on Raphael's shoulder.

"I will find Leonardo-san. Rest easy, Raphael-san, I will bring him back before you could say vanish." Tenjin said before sprinting off. Raph started after him but felt a hand on his shoulder. He turned to see Don's warm smile. "Don't worry; I'm sure Tenjin has it handled." Don said. Raphael sighed. "Alright, I get it, Don."

The genius grinned and turned back. Raph stood there in the near silence for a moment. "Vanish." He whispered quietly.

~.~.~.~.~.~.~

Leo slowly opened his eyes in the inky black tunnel. He shook his head and sat up. He reached a hand up to the new bumpy bruise on his forehead and winced at the touch. He shivered, remembering how and why he had the bruise. He leaned against the wall and inhaled deeply before exhaling. He placed both his hands on the slimy but rough slabs of concrete underneath him. He hauled himself to his feet with a grunt of effort. Leo exhaled a wisp of warm air that seemed ashen in the darkness. His eyes, hidden under the blue mask, were filled with something akin to a dead stare.

His stare broke as he raised his hands to his eyes. Although it was too dark to see clearly, he could have sworn they were glistening with the crimson of his father's blood. Leo snapped his eyes shut and turned his gaze away as tears burned under his lids.

He dropped his head and took a tentative step forward, his arms hung down at his sides. He took another step and another. His legs moved without his cognition. He did not know how long or where he had been walking, but he found himself standing in a great open space. The sound of water rushing around him and the slight creaking of metal rang all around him and he opened his eyes. The metal beneath his feet was solid and held in place from chains secured to the ceiling. He lifted his gaze up from his feet and glanced about.

The 'open space' appeared to be a pumping station. His eyes turned to the sound of churning water. On the level below him, upon paved ground, there stood a small fountain. He gripped the rail of the cat-walk and vaulted over the side. He landed in a crouch, absorbing the shock in his ankles, and rose to stand before the fountain. It spouted water noisily, only for the water to drop into its deep dished figure, as if it demanded his attention.

He dropped his gaze to his 'bloodied hands', seemingly lost in his own world. He thrust his hands into the water and scrubbed them roughly with tears streaming from his eyes.

"I'm sorry, Father… Please forgive me…" He choked. "It wasn't me; I didn't do it… I don't think I did…" He rasped, confusion dragging his thoughts about.

"Leonardo-san?"

Leo didn't turn at the voice, he only scrubbed harder. The water began to cloud with his blood.

A shadowy form dropped down behind him silently. The shadow stood and placed a hand on Leo's shoulder. "Leonardo-san," Tenjin began. He froze in mid-sentence as he caught sight of the blood in the fountain's water. "Leonardo-san, stop!" He shouted in shock as he hooked his fingers onto his carapace and began yanking the turtle away from the fountain. Leo was dragged back and he stumbled wildly with blood dripping from the raw skin of his forearms.

Tenjin placed his hands on Leo's shoulders and stared into the turtle's eyes. He was met with nothing but a dead stare. Tenjin shook him fearfully. "Leonardo-san! Snap out of this!" He shouted in the blue-masked terrapin's face. Leo blinked a few times and sagged onto Tenjin. The ninja held his friend. "Leonardo-san, I do not know what is wrong, but you cannot afford to do this. Your family has need of you." Tenjin said. Leo took a step back and rubbed his eyes. "I know, Tenjin, but I-" He began before his gaze fell into another blank stare and his body began quaking. Tenjin shook him again and Leo panted as he regained his senses. He dropped to one knee and wiped at the sheen of sweat that had formed on his brow. Tenjin knelt down before him and watched worriedly.

"My worst nightmares keep playing in my head, Tenjin. When the Shredder was in this body, he murdered my father—and now the memory—the memory is driving me insane! I can hardly tell who I am and who killed my father! I am losing myself!" Leo gasped, clearly struggling with his explanation. Tenjin listened silently, taking in all the information. Leo's breathing remained ragged as he struggled with his mind.

Tenjin's hand struck Leo's cheek with a loud slapping sound. Leo's cheek reddened and he looked at Tenjin with a clearly surprised expression.

"Problem solved, Leonardo-san. I understand that this is extremely difficult for you; however, your family needs you right now as much as you need them. I know this is a lot to ask from you, but try to ignore this 'problem' until your family has recovered. Keep your mind occupied with things other than this 'memory' and when all is well, I promise we can attend to this issue. Now is simply not the time, Leonardo-san." Tenjin spoke calmly, gently placing a hand on his friend's shoulder.

Leo took a deep breath and nodded before looking Tenjin in the eyes. "Please do not let my brothers see me like this. Promise me that, Tenjin." Leo whispered, a pain stricken expression was etched upon his features. Tenjin nodded. "I swear it by my breath and my blood, Leonardo-san."

Leo relaxed visibly and, with Tenjin's help, he stood. Leonardo's eyes briefly closed as he inhaled and opened when he exhaled. He glanced down at his raw forearms. Tenjin held up a hand, indicating for Leonardo to remain still. Leo complied and Tenjin removed a small satchel from his belt. Tenjin released the pin holding it closed and the satchel unrolled, revealing the contents of the med-kit. Scissors, blades, and multiple forms of gauze were safely stuffed in the med-kit's many pockets. Tenjin began tending to the wounds on Leo's arms while the said turtle's eyes darted about the pumping station.

Tenjin released Leo's arms, now freshly bandaged, and packed the med-kit away. He removed the bundle carrying Leo's katanas from a sling strapped to his back and handed it to the blue-masked ninja. Leo took the bundle and unwrapped his katanas. He handed the cloth back to Tenjin, who packed it into his belt. Leo sheathed the blades upon his shell, not taking his eyes off the large expanse of the pumping station. Tenjin's face wrinkled in puzzlement under his mask and he followed Leonardo's gaze.

"This would be a good place to start a new home, no?" He asked, not at all being subtle. Leo glanced at him and nodded. "My thoughts exactly… Let's get the others."

Tenjin smirked under his mask. "What of my blood-kin?" He asked, referring to the other ninjas. Leo, already walking, simply turned his head. "I did say 'others', didn't I?"

Tenjin chuckled and followed. "I suppose you did, Leonardo-san."

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**A/N: Don't forget to review! It really does motivate me!**


	20. Chapter 19 Part I

**A/N: I apologize for the short update, but I decided that Chapter 19 would be waaaaay too long as it is on my document so I had to split it into two parts.**

**Disclaimer: I do not own the TMNT.**

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_"If you find your family…"_

Leonardo and Tenjin silently approached a crumbling wall with a gaping hole, as if it had been fired at by a gathering of canons. The darkness about the area masked most of their movements. The two were wary in their approach; this was the constant drill since the attack on the lair.

They crawled over the wrecked entrance and began wading through the surrounding wreckage left from it. Dust and dirt floated about even as the seasoned ninjas kept their steps lighter than a fox in a forest. The air they breathed in was filled with a dank musty odor like that of a cave. It was uncommon to Leo, who had lived in the lair for a good few years. The duo crested a fallen pillar and froze.

Leonardo's features turned ashen and the air turned from dank and musty to the coppery metallic scent of blood.

Tenjin shoved his friend aside and sprinted forward, through the haphazardly scattered chunks of brick and mortar. He fell to his knees with a cloud of dust that pillowed upwards in the dank darkness. Tenjin's hands trembled and his mouth opened and closed inaudibly. A silent cry of grief and anger escaped his lips as he dropped his hands onto the bloodstained fabric of the Hamato ninja's chest. The ninja's body was lying as if it had been tossed aside like a broken rag doll. The red symbol patched on his shoulder matched the stains underneath his body. Tenjin's eyes trailed to the splintered and blood stained teak nun chuck in the ninja's left hand. "Tekaru…" He whispered painfully as he removed the weapon from Tekaru's stiff hand.

Leo tensed and approached Tenjin and Tekaru as his eyes darted about the darkness, searching for 'too-dark' shadows or the glint of steel. He quietly unsheathed a katana as he knelt down by Tenjin, placing a hand on the grief-stricken ninja's shoulder.

"Tenjin, we need to find the others. Now." He spoke almost inaudibly. Tenjin's head snapped to his and the ninja held his face inches from Leo's. "If this had been your brother you-" He snapped angrily, his voice was thankfully deafened by the wreckage surrounding them.

"No. We have to worry about the living now. He made a sacrifice," Leo said, nodding to Tekaru's limp form, "and I'm not going to sit here squandering it." Leo straightened and moved off, stepping over scattered bricks and bits of steel. He ducked under a pillar and spotted multiple blood splatters dotting the ground, but no bodies. Worry, anger, and fear began festering in the pit of his stomach. Leo glanced about; his heart thudded painfully in his chest.

"Raph! Mikey! Don!" He shouted; his voice echoed in the clearer and more open space. Leo caught sight of the lab door out of the corner of his eye. He turned and stared at the broken door hanging on its hinges. The steel door had taken a heavy beating; it was riddled with dents and scores. Blood had been splattered upon it as well, in great curving arcs.

Leo took a step forward, his eyes fixed in a painful stare upon the door. There was a footstep behind him. Leo whirled about, his katana whipping out in a deadly but graceful arc. At the end of Leo's katana, with the razor-sharp tip against his throat, stood a bruised and worn Donatello. The purple-masked turtle raised his hands to indicate harmlessness and Leo lowered the blade slowly. His breath came out in a heavy gasp and he placed both hands on Don's shoulder, keeping his katana away from his brother.

"Thank God, you're okay. Where are the others?" Leo said, his shoulders sagged as if a great burden had been lifted from them. Don, with a blank expression, pointed with a shaking hand to a crumbling wall. Leo sighed in relief and sheathed his katana on his shell as they began their approach. "Is everyone okay?" Leo asked his brother as they made their way up the mound mixed between brick, mortar, and dirt. Don remained silent as they crested the mound.

"Don?" Leo asked his silent brother, giving him a sidelong look.

"Leo!"

The blue-masked turtle turned just in time to catch Mikey in his arms as the blissful and seemingly recovered turtle leapt at him in an ambush of a hug. Leo's face broke into a small smile and he rubbed his youngest brother's shell comfortingly. "It's okay Mikey, I'm here now." Leo said, looking down at his brother. Mikey's eyes, filled with unshed tears, met his and he nodded with a sniff. He released his brother and took a step back. Leo turned his gaze to what lay below before him.

Five prone ninjas, all laying on white mats and covered in blood stained bandages, were being attended to by the four uninjured. Leo grimaced and made his way down the mound to come level with his friends, and his saviors. "Two too many are dead…" He thought grimly.

The ninja's looked up at his approach. They all began to move to bow.

"Stop." Leo said, his eyes filled with pain for his friends. They froze. "Rest, brothers. You need it." He said softly and the ninjas, although reluctantly, complied. Leo's gaze met each of theirs.

"We have lost two of our brothers today." Leo began. "They were honorable and courageous souls, and I sincerely wish that I had gone in their stead so that they may have lived. No matter how much I wish it, though, I cannot turn back time nor bring them back." He continued, a lance of sorrow filled his voice and he closed his eyes, accepting it.

The ninjas exchanged glanced. "However, this is not the time for grieving. Unless this violence is to be repeated, we need to move to safety. We need to recover our strength and let our wounds heal as best they can. I will ensure that this never happens again, brothers. If I must personally defeat the Shredder and Karai and their legacy, then I will. This bloodshed will not continue in my family. I won't allow another life to be lost." Leo spoke, his voice was sharp and serious, with enough tone and snap to crack a boulder.

The ninjas nodded, those lying prone had moved to rest on their elbows. They bowed their heads. "We will join you, Leonardo-san, until the end."

Leo nodded gratefully and glanced about. He turned to his brothers, now standing behind him. "Where's Raph?" He asked. The two exchanged solemn glances. "Leo…" Don began slowly. The older turtle was already shaking his head. "No. Where's Raphael?" He asked again, desperation creeping into his voice. Mikey's eyes welled with tears and he looked down, ashamed. "Leo, he's gone… Karai's men came and attacked," Don began, his voice shaking terribly.

Leo grabbed Don by the shoulders with a powerful grip and brought his face just inches from Don's. His eyes were narrowed to slits and filled with intensity. "Start from the beginning and tell me **_everything_**." He bit off; his voice was dripping with bridled fury.

Don nodded with a gulp. "Okay," He whispered. "I'll tell you everything."

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**A/N: Thanks for reading and please review!**


	21. Chapter 19 Part II

**A/N: Alright here is part II!**

**Disclaimer: I do not own the TMNT.**

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Several Hours Earlier

Raphael sighed, watching Tenjin disappear into the darkness. He turned back to meet the disapproving look on Don's face. "What, ya' mother hen?" He questioned loudly. Don put a finger to his lips in a jerking movement. Raph's eyes darted toward the unusually silent Mikey and realized that his baby brother was asleep. Raph rolled his eyes and gave a dismissive wave before walking out and into the destroyed lair, letting the door shut with a soft click.

He stood outside the lab with his hands on the pommels of his sai and glanced about; spotting the teak wielding ninja standing at the mouth of the gaping hole that once was the heavily fortified entrance to the lair. The ninja stood stock still with his arms crossed over his chest.

Raph shrugged and made his way towards the ninja. "Ter… Teriyaki? Tekina… Tekaru!" He wondered the ninja's name as he approached. Tekaru turned at the sound of footsteps and waved cheerfully to Raph who waved back with less enthusiasm. Raph, his hands still on the pommels of his sai, strutted towards the young ninja. "What bring you here, Raphaeru-san?" Tekaru asked quickly with a heavy Japanese accent, he wasn't accustomed to speaking with the turtles very often.

Raph offered a grin. "The view."

Tekaru cocked his head to the side, mulling over Raph's reply. Raphael glanced about; he noticed a fragmented brick by his foot and studied it. He knelt down and pushed it about with his fingers in a game of miniature hockey.

Tekaru burst into laughter, causing Raph to jump. He turned to the laughing ninja and gave a sigh of relief. Tekaru had finally deciphered Raphael's 'joke'. "That a good joke, Raphaeru-san!" Raph chuckled and shrugged at that. He straightened and glanced about the ruins of his former home. "So, why're ya here, Tek?" He asked with his hands back to the pommels of his sais. Tekaru's head turned to his and his demeanor switched in an eye blink.

"To defend family with life. Leonardo-san help me and my brothers. He gave us hope and purpose beyond killing and stealing. He not make us commit… atrocities. I help him and his brothers now, they my family now." Tekaru explained, his voice had hardened and taken a more serious and dark tone. Raph stared and nodded once. "Thank-you, Tekaru."

"No problem, Raphaeru-san. We family now." The young ninja replied happily. Raph smiled genuinely and patted the ninja on the shoulder. They both returned their gaze to the gaping hole.

Raph glanced about, feeling as if someone were watching them. He shrugged it off and turned to Tekaru.

"Tekaru, how old are ya?"

The ninja turned to him. "I be nineteen years."

Raph frowned. "Nineteen?" He asked, turning to stare at the young ninja. Tekaru nodded. "I born in Japan and train with Japan Foot Clan. They transfer me and big brother Tenjin here when I seventeen and Tenjin nineteen." Tekaru quipped. Raph blanched. "Tenjin is your brother?"

Tekaru chuckled. "I already said that he my big brother, Raphaeru-san. Me and my baby sister Tamara use to… prank… yes, prank Tenjin many times! Big brother learn not to eat what we 'cook'." Tekaru snickered.

Raph grinned at that. "Care to share?"

Tekaru nodded with another snicker. "We grew up on farm with our mother. Tenjin always bossed me and Tamara around, and sometime we get bad chores while Tenjin would work inside. Plus, Tenjin always eat our rice cakes! So we wanted to get back at him. Well, there was Army base nearby and a very nice soldier-man would come by and bring my sister and me candy and toys. One day, he brought us both MRE's. Tamara and I ate without cooking! Oh, yes, back to story. We found these thingies that look like gum, and we about to eat them when the soldier said: 'NO! Those are laxatives!'" Tekaru cried out, before chuckling.

"After that, Tenjin came and told us to cook dinner. Tamara and I went to go make dinner and we thought… what happen if we put laxatives in his food?"

Raph snickered at that, shaking his head. "That must'a been one short dinner and one long quiet evenin'."

Tekaru laughed. "Oh yes, we put maybe si (4) or… even roku (6) many! We thought he need lots because he was alway like 'blah blah work blah responsibility and food on blah table'." Tekaru chuckled.

Raph opened his mouth to say something else but before he could speak, Tekaru tackled him to the ground. Something fast flew over their heads and impacted on a piece of rubble with a snapping sound. Raphael and Tekaru were on their feet in an instance, weapons in hand. "Raphaeru-san, I handle this; go alert others." Tekaru said, his nun chucks were spinning near silently as his eyes darted about in the darkness.

Raphael hesitated and a swarm of black clad ninjas flooded into the lair. They surrounded the duo like a pack of inky black wolves, brandishing sharp and cruelly barbed weapons in the near pitch blackness. Raph and Tekaru moved back to back, not appreciating the odds against them.

"Raphaeru, we need to alert others!"

"My thoughts exactly, but we're in kinda' a situation here." Raph replied, his eyes darted about the black horde and his hands tightened on his weapons.

"That would be an understatement, Raphael."

Both of the ninjas' eyes turned to spot Karai, clad in her usual attire, making her way through the mass of ninjas. She bore a hateful glare on her face and sneered at Tekaru. "Traitorous swine, I should have known you and your brother would wreak mutiny in our ranks." She snapped angrily. Tekaru remained silent, not giving into her goading. She turned to Raphael. "Where is Michelangelo? Dead I presume, or living with a stolen heart in his chest?" She hissed at him. "It's too bad, I had hoped he were dead. I have noticed that Leonardo is not here, perhaps he will fight me if I have slain his brothers and have their heads mounted on my wall."

Raph's face broke into an animalistic snarl. He leapt forward with a roar of anger despite a warning shout from Tekaru.

The black horde rippled like a violent wave, with gleaming steel weapons as the wave's white cap. The sounds of metal clashing on metal were deafened by the ruins about them.

Raphael swung and punched angrily at Karai, who weaved in and out of his blows with ease. She unsheathed a katana from her back and whipped it about in a flurry of movement, forcing Raphael to back off. He switched the grip on his sais to a 'proper sword grip'. He ducked under a katana swipe for his head and Karai sent a snap kick his way. Raph responded with a low block using his right hand while his left fist struck her cheek with a smack.

Karai stumbled back, raising a cloud of dust, and Raphael advanced. She spat a collection of blood and saliva into the dirt as she backed away from the hell-born fury of Raphael. The turtle forced her onto the defensive, sending stabbing feints at her and driving her back while she flurried her katana this way and that to block his stabs. She cried out in fury and brought her katana down with enough force to cleave a horse in two. Raphael brought both sais up to catch her katana with the hooks of his weapons. Karai's face screwed into an angry scowl as she twisted the blade in an attempt to free it. Her feet moved to find a foothold in the dusty remains of his home, but to no avail.

He held the trap tight and yanked her katana to his left side. She stumbled forward to keep her balance and her grip on the weapon. Raphael's knee came up with the power of battering ram into her solar plexus. Her breath came out in a gasp and Raph tore the katana out of her grasp. It sailed swiftly over the crumbled bricks and impaled a foot ninja through his abdomen, eliciting a scream that did not carry far. Raph sent a snap kick into Karai's abdomen, sending her to land with a thud on her side. She planted a hand on the rough and broken ground and raised her head. She shook her head clear of dull-aches and glared as he approached. Raphael's eyes were filled with a furiously murderous gleam.

A splintering sound accompanied by a cry filled with anguish forced Raph to turn. He froze at the sight and a chill came over him. His eyes stared in horror at Tekaru.

The young ninja stood with bright red arterial blood spurting and gushing from his left shoulder to his waist. His left arm hung helplessly at his side, and a splintered nun chuck was in a death grip in his hand. He appeared to have been nearly cleaved in two by the swordsman carrying a wakizashi in front of him. Another blade stuck through his abdomen, its point was visible and crimson. Tekaru's mask was torn off, revealing a young smooth face with wide terrified eyes. Tekaru's good arm reached out to Raphael desperately. "Tell Tenjin… I'm sorry…" He mouthed. The ninja behind him tore the wakizashi out of his abdomen with a spray of blood. Tekaru collapsed to the ground gracelessly, the light having left his eyes and his last breath escaping soundlessly. Unshed tears streamed from his dead gaze as blood pooled underneath his corpse.

Raph stared with wide eyes, shocked by the swift turn of events. There was a whistling sound behind him and searing agony tore through his right shoulder. Blood spurted and his right hand went slack, dropping his sai with a series of clangs.

Raphael clenched his jaw and spun about to see Karai smugly flick his blood off her second sword: a wakizashi. Raph's eyes darted about as it suddenly became silent. Ninja's surrounded him, this time like a flock of buzzards ready to leap onto the kill. Raph's eyes flicked back to the main hall of the lair. He went into motion. He scooped up his dropped sai with his good arm, twisting aside to avoid a slash that would have cut him in two. He ducked and sidestepped and rolled through the slashing blades around him. He sheathed both of his sais as he made his way through the rippling waves of swords. Raph hurled a handful of smoke pellets at the ground around him, forcing the Foot ninjas to stop attacking as they choked on the smoke.

Raphael sprinted hard and blood streamed freely from his wound as his heart pumped faster. His feet smacked against the rough ground and dust clouded behind him in his mad sprint. He closed the distance to the lab door quickly. He slammed his left shoulder into the lab door as it began to creak open. He winced slightly but ignored his pain. The door began to open but Raph shoved it closed.

"Don, lock the damn door, we've got trouble." Raph said through the steel door. "Stay inside and keep Mikey safe, until I tell ya' it's safe t'come out. We'll take care of it."

There was a pause. "Be careful, Raph…" Was the hesitant and muffled reply.

Raph nodded and ducked under a whistling object. He sprinted towards a pile of rubble and leapt up, bounding off of fallen pillars, to the second level. "To arms!" He called out, using the code they had set up in the event of a second attack on the lair. Shadowy forms appeared around him. Raph rolled behind a chunk of wall as an arrow chinked against the wall where he had been crouching.

The Hamato ninjas, armed with bamboo bows, opened fire upon the tide of ninjas. The Foot began falling, clutching their throats or other various body parts that had been struck with arrows. Raph's eyes darted towards the lab door, where a group of ninja had gathered. A Hamato ninja tossed his bow aside and leapt down silently, masked by shadow. He clutched twin daggers in his hands. The ninja made his way silently through the rubble as his brethren leapt down and engaged the enemy.

The ninja, slim in figure, hid behind a fallen pillar and watched silently as the enemy ninjas pounded on the door with their own finely crafted steel weapons. He reached into his belt and tossed a handful of smoke pellets at their feet before leaping into the smoke. Screams and cries of pain emanated from the large and dense cloud of smoke. The sound of blood splattering wildly caused other ninjas to shy from the darkness and fight easier targets.

The smoke cleared, leaving the lone Hamato ninja standing with plenty of corpses at his feet. The door to the lab was covered in blood and carried a few scores but had managed to hold off the ninjas. He raced into the fray of fighting ninjas with blood gleaming crimson on his blades.

Raphael scanned the crowd for signs of Karai but to no avail. He growled angrily and dived off of the second level and drop kicked a foot ninja. He slashed and stabbed wildly, becoming a whirlwind of fury and blood.

**_BOOM!_**

Raphael and all the other ninjas were thrown to the ground by an unseen force. Darkness pulled at Raph's mind and he shook his head free of the feeling. He was surrounded by silence and his vision was blurry. He shook his head and glanced about in confusion. He turned his head and squinted as he made out a couple of shady figures moving. He slowly rose to his feet, a sai clenched tightly in his good hand. A ringing sound made him falter in his movements and the sounds of clashing metal rang louder and louder.

He could make out the figures of Karai and Donatello fighting fiercely. The lab door was hanging on its hinges and Don was defending the entrance, but struggling with Karai's fast blows. He managed to block her wakizashi strikes but not her quick kicks. Raph growled and gave a war cry as he charged.

Don blocked yet another strike with his bo staff; he glanced over his shoulder to see Mikey struggling with himself. His younger brother glared hard at Karai, but he knew better than to lift his weapons. Don returned his gaze to the woman before him and twirled his bo staff swiftly, pushing her back. A large flash of green and red tackled Karai to the ground. Don froze in shock at the sight of Raphael raining punches on Karai.

Don noticed the other ninjas were already on their feet and pushing his clan back. He bit his lip and glanced about. There were many Hamato and Foot ninja laying wounded on the ground. The Hamato ninjas were being pushed back, severely outnumbered by the Foot. A single Hamato ninja lay dead amongst a group of dead Foot Clan members. He turned his gaze back to Raphael and Karai. His older brother was weakened by his wounded shoulder; Karai would have been at a severe disadvantage if not for his wound. She was faster than Raphael, and was managing to squirm out of the path of his blows.

Karai, underneath the bleeding, dusty, and sweating Raphael, twisted. She flipped Raph onto his shell with a thud and had a tanto pressed to his throat.

Don moved forward but she glared at him and drew a rivulet of blood from Raphael's throat. Don froze and trembled in anger. Mikey's gaze was filled with anger. He watched the proceedings with his hands fisted up in the bed sheets. "Don't make one more move, Donatello."

Raph's eyes narrowed to slits and he glared angrily at her. "Well, do it already." He snarled at her. She merely smirked. "I'll save your pathetic hide for Leonardo to find." She whistled to her ninjas who broke off from the Hamatos and ran to her. The Hamato ninjas started forward but froze at the sight of the prone Raphael.

Don glared at Karai. "Follow me, attack me, whatever it is you want to do… don't do it or I will slit his throat and have his body torn apart." She promised. She nodded to her ninjas, two of which knelt down and held Raphael down. The red-masked turtle tensed and his eyes darted from the first ninja to the second and back to Karai.

Karai brought the pommel of her tanto down on the base of Raph's skull and the turtle slumped. "When Leonardo returns," Karai said, having her ninjas carry the prone Raphael off and her wounded ninjas dragged out. "Tell him that he may come for his brother, and I will take his life."

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**A/N: Remember to review!**


	22. Chapter 20

**A/N: Alright, the story is almost done! I think I'll get one or two more chapters into this and then I can start on another project. Thanks for continuing to read!**

**Disclaimer: I do not own the TMNT.**

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The moon hid behind dark clouds, as if hiding its face from the violence of the world. Rain fell from the dark clouds like the moon's tears for the world. The city was a blur of dim lights that blinked under the heavy pour of rain. The weather drummed out a steady beat upon the unusually quiet city. It felt as if the entire island was holding its breath in anticipation.

Several figures, barely visible in the darkness, stood atop a roof. Two ravens flitted above their heads and towards the tower the figures faced. The tower seemed to glow slightly in the dark and dank sky. Lightning flashed and thunder followed shortly, booming and clapping loudly. The lightning illuminated the cityscape, only to plunge it into a deeper darkness. The lightning flashed again and the figures were gone.

~.~.~.~.~.~

_He sat at a table, surrounded by his three brothers and his father. They were all dimly lit by the candles on the cake before them. "Happy Birthday!" was scrawled messily in red icing on the cake. He grinned at his brothers and caught a warm smile from his father. "Wake up!" The unlikely family cried in elation._

Raph's head jerked up and a short muffled cry of pain escaped from his mouth and into a leather gag at the searing sensation that took hold of his left thigh. His vision, blurry, caught sight of a wild splatter of dried blood on the bricked wall across from him. His eyes darted about the dark room, lit only by a torch scone on the wall, and his heart seemed to thud painfully in his chest. Racks and tables were against the walls, neat arrays of sharp objects were arranged on the flat metal tables. His eyes darted to an iron maiden in the corner of the room and to a rack in the other corner. He attempted to rise from his shell and found himself bound to a metal table with thick steel clamps holding his wrists and ankles down.

_Tsssssss!_

Raph turned his head and clamped his teeth down as another surge of searing pain tore through his left leg. His breath came out in a gasp as the burning sensation began to slowly fade. He turned his head and froze at the sight. A snarl broke out on his features with the exception of the tape that covered his mouth and prevented him from spitting out the foul tasting gag.

"You are awake, then, Raphael?"

Karai held a glowing orange brand in her gloved left hand. She held a look of utter disgust upon her features. In her right hand was a small green object. Raph's eyes darted to the object instantaneously and he felt himself tense up. "Where are Mikey, Leo, and Don? Are they okay?" He thought franticly.

He did not have to wait long for his answer as Karai held up his shell cell. "Your brothers remain in hiding. You are alone, Raphael." She spoke calmly and sharply. Raph strained against his bonds, glaring hatefully at her. She waved it off. "I have no reason to lie to you. I do not lie to my enemies, I would rather destroy them." She stated. "That is why I have brought you here, Raphael." She finished before yanking the tape off of his mouth and the leather gag out of his mouth. Raph worked his jaw muscles as Karai began another bit of speech.

"I have threatened Leonardo with your life, he will likely arrive shortly. My men are ready to capture him so that I may slay the pathetic wretch." She bit out every word in anger. Raph furrowed his ridges and a bark of ill-humored laughter escaped his raw throat. She snapped her gaze back to him and her eyes narrowed. "He ain't comin'. He ain't gonna risk the rest o'our family fer' me, ya dumb bitch." Raph bluffed, feigning a smug grin. Karai shoved the brand back into glowing orange coals and, with her now free hand, she slapped Raphael roughly. The sound of the slap echoed slightly in the near empty room. Raph turned his head and spat the collection of blood in his mouth at her face. It spattered messily on her cheek. She wiped it off angrily and Raph grinned smugly. She yanked the brand out of the coals.

"If you so believe that he will not come, perhaps we should offer an incentive." She said, opening up the shell cell and pressing a button. Raph's eyes narrowed. The phone began beeping as she called his brother. It went on for what felt like hours to Raphael until there was a muffled breathing sound.

"I know it's you Karai." A stiff and cold voice spoke.

Raph stared; he hadn't heard Leo speak like that before. He was shocked at the complete coldness in the voice. Karai merely smirked. "Let us not bother with pleasantries, Leonardo. I have your brother here, and he wonders why he hasn't been saved yet." She replied. Raphael opened his mouth to shout a protest and Karai thrust the brand upon his other leg, smirking at the steaming sound of the hot metal burning against his flesh. Raph could not bite back the cry of pain that escaped his throat. Karai removed the brand and brought the blunt handle down on his midsection. Raph grunted with the strike and his breath came out in a gasp.

There was silence on the phone but Raphael could sense the anger from his brother. Karai brought the phone up to her mouth and spoke into the receiver. "If you don't hurry, Raphael might be no more than a charred husk of," She began.

"I will be there soon and I will kill you easily." Leo interrupted with a sinister voice dripping intensity. "If my brother is harmed in any way, I swear I will kill everyone you ever cared about."

Raph's eyes went wide as Karai fumed. There was a beep and the line went dead. She hurled the phone against the wall and it broke apart at the impact in a shower of small blue sparks and green bits. She turned back to Raphael and dropped the brand back into the coals. "Your brother believes he can kill me. I will make him pay for his insolence." She spoke as she lifted a pair of tongs. She retrieved a red hot coal from the furnace and approached Raph. He sensed the inevitable pain approaching. Raph was still stunned by Leo's comment and he knew there was naught he could do to fend off Karai in his current state. Her free hand whipped out and struck his solar plexus. His breath whooshed out of his mouth and she opened the tongs to drop the red hot coal in his mouth. Immediate and burning white hot pain flooded his senses and he fought desperately to rid himself of the coal. Karai taped his mouth shut before he could spit out the coal.

He shook his head wildly. The sizzling sounds filling his mouth flooded his head. He began thrashing in his bonds as he fought against the pain. Involuntary tears streamed from the corners of his eyes. His vision was blurred with the tears and he paid no heed to anything but the intense pain.

Karai set the tongs down and lifted a short rake-like object. She brought it up over her head and slammed the rake's spikes into his left thigh. Raphael bucked in agony; muffed cries escaped his burning mouth.

Karai withdrew the rake from his flesh with a disgusting suckling sound and tossed it aside before taking the tongs back into hand. She ripped off the tape and forced his mouth open as she gently removed the burning coal. His mouth had blackened from the outside and his tongue was both black and red. Raphael's head lolled aside as he breathed in through his mouth in relief of the burning pain. His body wracked with deep breaths. Karai tossed the coal back in the furnace and dropped the tongs on a table. She pulled something underneath the table Raph was strapped to and it tipped suddenly. She pressed a button and the table rose up, as it rose it tilted more and more until Raph was hanging upside down. The blood rushed to his head quickly and his vision grew dizzy.

She nodded to a man standing in the corner of the room, a man Raphael hadn't noticed before. The man stepped out of the shadows of the room and his identity was revealed: Hun. Raph shook his head and gargled an insult with his severely burnt tongue. Hun grinned sadistically and in his hand he held a hand saw. Hun placed the teeth of the saw at the base of Raphael's plastron, just on his crotch. Raph's eyes went wide and he fought all the harder to free himself from his bonds when the door to the room opened and shut quickly and the torch hit the ground, suddenly pitching the room into darkness.

~.~.~.~.~.~.~

He glared hard, his breathing was even and near silent. He had left his allies to fight off any who dared intrude before he had entered the room. His katanas were clenched loosely in his grip. The room was pitch black with the exception of the orange glow from the furnace that illuminated Hun and Raphael. Leo moved in a blur, his katanas whipped out, striking Hun's back. His katanas tore through muscle and bone, forcing a cry of pain to leave the overgrown human's throat. Leo then slashed a katana up, taking Hun's arm at the elbow. The big man had no time to react with anything other than a scream as he hit the ground, dying. Leo tilted his head to the side, avoiding a katana thrust for his throat.

"Hello, Karai. I'm here to exact payment from your hide." Leo said in a chilling voice, his mouth rose into a malicious smirk. Raph could only stare. He was chilled to the core by the sudden coldness from his usually compassionate brother. His throat and tongue still throbbed painfully as the blood from his leg trickled down his plastron. He shook his head and struggled to turn the table so he wouldn't pass out.

Karai gave a cry and charged. Leo expected it, he leapt aside, and his trailing foot caught her leading one and she tumbled to the ground before the door. "You're so angry, Karai. It's only making this easier for me. But, I don't want you to die just yet. Let's give you everything you deserve." He spoke again; a sadistic grin broke across his features in the flickering orange glow of the furnace. He strode forward as Karai shakily stood up. He sheathed his left hand katana and turned his body to avoid a slash that would have taken his left arm. Leo's free hand whipped out and caught the collar of her shirt. He pulled her up to his face and brought back the pommel of his right hand katana. It struck her cheek with a sickening crunch. He shoved her back where she dropped to a crouch, clutching her cheek. He stood waiting for her to get back up.

"Is that all you've got for me, Karai?" He asked, letting impatience creep into his voice. She glared at him hatefully and hurled a handful of shuriken at him. Leo smirked again as he deflected the hits with the blade of his katana. "Pitiful. But I am running out of time, Karai."

Leo's smirk vanished, replaced by a cold and distant face as he rushed forward. Karai stood up and deflected his first blow with a clash of sparks. He was a whirlwind and she was forced to parry more than attack. Leo smashed the pommel of his katana into her left wrist and she grunted as the bone crunched. "Yes, feel the pain I was forced to carry." He hissed as he slashed her left calf open; tearing through the leather boot and revealing gleaming red muscle in the orange glow. She stumbled back and for the first time in a long time: she was scared.

She favored her left leg as she hurled smoke pellets at Leonardo's face. He ducked under them and hurled his body forward as she struggled with the door to the room, passing the dead Hun and his struggling brother. She managed to get it open just as his katana entered her right thigh. She gasped and twisted away instinctively, slicing her thigh open. Blood spurted wildly, splashing on Leo and the white floors of the brightly lit hallway. Karai whirled and hit the ground, her katana clanged against the tile as she just barely managed to keep her grip on it. She began crawling toward the elevator not six feet away. Leonardo, covered in her blood, glanced about with a disinterested look on his face. His allies, the Hamato clan ninjas, were striking down Foot clan ninjas with ease. He reversed his grip on his katana and brought the blade down with powerful force into Karai's left arm. She cried out in pain as the blade sliced through her flesh and the tile of the floor. The blade effectively trapped her body to the floor. She struggled pitifully; her bloody body was smearing red on the white tile.

Leo unsheathed his second katana and reentered the room in which Raphael was held prisoner. He turned the table so that it was parallel to the ground. He sliced through the shackles holding his brother and looked him over. He assisted Raph into a sitting position; Raph swung his legs over the side of the table and rubbed his head. He took in all of Raphael's injuries as the red-masked terrapin shook his head free of dizziness. Leo removed his blue mask and wrapped it around Raph's injured thigh, temporarily stemming the flow of blood. Leo frowned; his brother had yet to speak. "Raph, are you okay?" He asked tentatively, his dark side was seemingly quelled by the worry for his brother.

Raphael shot him a suspicious look and pointed at the furnace and then his mouth. Leo then noticed the black burn marks on his mouth and his hand clenched around the katana hilt tightly, threatening to pop out his own knuckles at the extreme force. The soft light in his eyes faded quickly and his head whipped toward the open door to Karai's mangled body. Leo straightened and his eyes held a menacing glow as he strode toward Karai's struggling form. He yanked his katana free from her arm with a small spurt of blood. He brought both blades up to end her. He suddenly leapt back, avoiding an arrow aimed for his heart. Leo shot a look in the direction the arrow had come from to spot the elite ninjas sprinting for him.

Leo took an offensive stance, raising his katanas. He was determined to keep his brother safe and slay Karai, both of those in order of importance. The four elite ninjas disappeared in a cloud of purple smoke as they neared him. Leo ducked as they reappeared surrounding him. A blade that would have found his throat instead met air. Leo sweep kicked, knocking one off his feet. Leo rolled forward and stood behind another ninja, dropping a katana and bringing a tanto across the ninja's throat in a swift movement. The ninja dropped to the ground with a spray of blood.

One of the two still standing ninjas was carrying Karai to the elevator. Leo found a snarl caught in his throat at the sight and he twirled aside, dodging an axe swing from the other standing ninja. Leo continued his spin, slamming his elbow into the back of the ninja before plunging his katana into his side.

Leo, forced to let go of his katana, leapt aside, dodging a thrusting trident. He found himself dodging swift stabs and slashes from the trident. Leo's eyes narrowed. "You're wasting my time…" He growled under his breath as he noticed that Karai and the fourth elite were gone. He sidestepped a stab of the trident and moved forward quickly, his tanto gleaming in the brightly lit white hall. He buried the tanto to the hilt between the ninja's ribs. The ninja shoved him off and smacked his trident against Leo's shell. The wood splintered upon impact with his shell, breaking the weapon as Leo had braced himself for the hit. The ninja staggered back and tripped over the bodies of his comrades as he clutched the tanto sticking out of his rib cage. Leo yanked his katana free of one of the dead elites and brought it down on the wounded one's neck. His head struck the ground with plop. Leo spat at their dead bodies before retrieving his weapons and flicking the blood free from their blades.

He glanced down the hall to see piles of dead ninjas and he could still hear the sound of metal clashing on metal. Leo whistled loudly before reentering the torture chamber to retrieve his brother. Raphael looked up at his entrance; he appeared shaken by something though he could not voice it. "Can you walk?" Leo asked him as he sheathed his blades. Raph nodded and slowly stood, clearly favoring his left leg. Leo glanced back as one of the Hamato ninjas entered the room. It was Tenjin. Leo returned his gaze back to Raph and placed both hands on his brother's shoulders. "Tenjin will help you get home, alright?" Leo said, the warmth had returned to his eyes, but there was a coldness still hiding in them. Raph immediately shook his head and gargled words escaped his mouth. Leo shook his head. "You're in no condition to fight, Raphael. Just please go with Tenjin. The others are safe. I need to make sure this never happens again, I promise I'll be back, Raph." Leo said, touching his forehead to Raphael's before sprinting off, past Tenjin.

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**A/N: So yes, Leo's got a bit of a dark side now. You really can't blame him for having one, he's been through some tough cookies lately. Anyways, please review!**


	23. The Final Change

**Disclaimer: I do not own the TMNT.**

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Leonardo stood in the elevator, flexing the muscles in his hands as the transport beep with each floor it passed. He studied the bandages covering his hands as he waited for the elevator to reach its destination: the top floor. Suddenly the elevator shuddered and stopped; Leo dropped into a crouch with a hand hovering over one of his katana hilts. He waited, but nothing happened. Leo slowly approached the doors and attempted to pry them open to no avail. He stood up straight and studied the ceiling tiles. Leo unsheathed a katana and jabbed at one of the tiles, popping it off and creating an opening. He nodded once and leapt up, grabbing the edge of the opening with his free hand. He ignored the brief sting of pain from his still raw hand and pulled himself up. Leo glanced about the elevator shaft, noting that he still had a ways to go to reach the top floor. He turned to the counterweight cable and wrapped his hand around it tightly. Leo flicked his katana out quickly, cutting through the part of the cable that was below his hand, sending himself flying up and the elevator dropping.

It wasn't long before he swung off the cable and landed lightly on the edge of the doors reading "PH". Leo shimmied his katana through the crack between the doors and wriggled them open. He stepped through the open doors and into a long hallway with wooden paneled flooring and screened walls. Leo's eyes narrowed, he knew there were traps in the room. He removed a small pouch from his belt and removed a handful of a strange purple powder. Leo drew in a breath and blew the powder. It floated lazily through the air, drifting this way and that towards small cracks in the walls and flooring, revealing the traps. A smirk found its way onto his features. The shredder had not bothered to change the pattern of the traps. He sheathed his katana and took a few steps back. Leo breathed in calmly before sprinting forward.

He leapt to the side and bounded off the screen wall to the other wall. He somersaulted and landed in a crouch at the exit. A floorboard creaked behind him but no traps were set off. He let out the breath he was holding and unsheathed a katana. He stood and slashed the screen door open. The door fell apart and he stepped through, into the Shredder's main audience chamber. He stilled, though the grip on his katana tightened.

In the center of the room, though all the braziers were unlit, he could make out the form of Karai prone on the ground and covered in blood. Her own katana was sticking out of her abdomen and Shredder's gauntleted hand was wrapped around the hilt. He yanked the weapon free of her body with slurping sound and flicked the blood free of the blade. The blood spattered noisily on the wooden floor. Leo noticed that the Shredder had both of his arms. Leo's own right arm began itching at the too recent memory of his arm being chopped off when he was in the Shredder's body.

"Leonardo, you have come to slay me?" The Shredder spoke in that grating voice. Leo's eyes took a darker hue. "My original intent was to slay Karai, but it seems you beat me to it. I didn't think that even you could stoop so low as to murder your own daughter." Leo replied casually. The Shredder chuckled lowly. "She was a fool who went on her own and disobeyed me. But the damage is done and you are here. Let us finally finish this mess, Leonardo." The Shredder said, raising the katana.

Leo's eyes narrowed. "Oh," he began as he raised his own katana, "I intend to."

The both of them sprinted forward and their blades clashed with flying sparks. They became a furious whirlwind of blades as sparks continued flying and clanging echoed in the dark room. Leo feinted a strike for Shredder's leg but reversed it at the last second, aiming for Shredder's left arm. Shredder moved to block the feint and twisted aside to avoid the debilitating strike. The Shredder's right hand, covered by his bladed gauntlet, whipped out for Leo's throat. The turtle dived under the strike and into the Shredder, sending them both rolling. Leo, having dropped his katana, tore the tanto from its sheath on his belt and jabbed in into the Shredder's abdomen multiple times, tearing through the gaps of his armor and sinking into flesh. They rolled to a stop as they banged into a screen wall, which separated the audience chamber from the garden, with Shredder on top.

Shredder, who had dropped his katana in the scuffle as well, roared his rage and pain. He dug his armored left thumb into Leo's right eye with sickening squishing sounds, eliciting a cry of pain from the turtle. "Ignore it! Ignore it!" Leo thought franticly as he kept stabbing with the tanto. Shredder brought back his right hand to slash Leo's throat open. Leo kicked him off, finally unable to withstand the pain, slashing out wildly with the tanto as he clutched his ravaged eye. Shredder landed in a crouch as Leo rose to his feet, blood streaming freely from his ruined and bloody eye. Leo unsheathed his second katana with his bloody and bandaged left hand. He tightened his grip on the tanto. Shredder's hand wrapped around the hilt of the katana Leo had dropped while his other hand held him steady. Blood dripped from the gaps of his armor over his abdomen.

There was a creaking sound behind Leo and he instinctively leapt aside. His good eye caught the form of the last elite ninja, holding a twin bladed sword. The ninja sprinted at him and Leo was moving back quickly. The ninja struck randomly, having seen what Leo was capable of. Leonardo easily dodged the strikes to his left side but was having extreme difficulty dodging the strikes to his right. The elite picked up on this and aimed the brunt of his attacks for Leo's right side. Leo spun to the right and slashed swiftly with the tanto, slicing through nothing but air. His artificial heart thudded painfully and his stomach clenched up. He ducked under a strike from Shredder's bladed gauntlet and rolled aside to dodge another sword strike from the elite.

Shredder laughed as Leo continued to run and evade the strikes. "You have improved." He remarked with amusement as he followed them at a casual pace, just watching and waiting for Leo to drop. Leo leapt back and his shell thudded against a wooden pillar. His face was covered with his own blood and sweat. The elite ninja brought back his strange sword for a finishing blow when a red-green blur struck him.

The Shredder turned at the sudden movement. Leo leapt forward, slashing his weapons out. The Shredder brought up his blade in time, blocking the strikes. Leo spun and ducked underneath a swing that would have cleaved him in two before shoving his katana deep into the Shredder's right arm pit, shearing off what connected the artificial limb to his body. Still, blood spurted wildly and the Shredder stumbled back, wresting the katana free from Leo's grip. The Shredder dropped to one knee and Leo took the chance to turn and spot Raphael pummeling the elite with his bare fists. Leo's one responsive eye narrowed to a slit. "Dammit, Raphael! I told you to go home!" He snarled. Raph shot him a look and he seemed to say: "You'd be dead if I was home."

Leo shook his head angrily, now was not the time. He tossed the tanto to his brother who caught it easily. He quickly brought up a forearm in time to deflect a powerful swing from Shredder's left hand. He smarted at the heavy hit and leapt to the right as Shredder lifted Leo's own katana. Leo rolled and his right hand wrapped around the hilt of his other katana. He rose in a spin, turning to face the Shredder who had broken through the screen and was now in the garden waiting for him. Leo approached, glancing once to be sure that Raphael had his situation handled before turning his full attention to the Shredder. He knew that even as wounded as the Shredder was, he still faced an extremely dangerous enemy.

They were both in the center of the garden now, being pelted by rain as the dark clouds swirled over head. The powerful and howling wind whipped at them as lightning flashed overhead. The Shredder chuckled in ill-humor then just as he spoke. "Several months ago today, you remember it, yes?"

Leo's grip tightened on the katana. "How could I forget the day my life was dashed into pieces?"

The Shredder cocked his head to the side, a very un-Shredder-like mannerism that made Leo tense up. "Do you know what happened to us when we rejoined our physical forms?"

Leo paused, beginning to dread this conversation. He sprinted forward and slashed, not wanting to hear the Shredder's words. The Shredder dodged easily and remained evasive. "You went through my memories. You learned my fighting style." He continued, feeling the sting as Leo's katana tore through the edge of his abdomen. Leo couldn't help but reply to that, leaping back as he threw the answer with a smug grin. "I couldn't allow such an opportunity to pass me by." He said as he landed on both feet easily.

"You were always a quick learner." The Shredder remarked with a laugh. "But back to the point, we left our own memories in each other's minds as well."

Leo shuddered at that and his face hardened. "I know. I saw my father die."

The Shredder laughed again. "The pathetic rat's face made my day! He thought his own son had slain him!"

Leo growled angrily. "I'll make you pay for what you did!"

The Shredder quirked his head to the side again, giving Leo a shiver. "You still don't understand. I'm not myself anymore, and neither are you. Even if I were to kill you right here and right now, you would still live in my own body. If you were to kill me, I would still live in you." He spoke. He shook his head with contempt. "But you! You left too much in my body! You left more than half of yourself in my body! I have become softer because of your filth! It sickens me! But you… you are so much stronger now. You are more like me than I am, Leonardo." He hissed.

Leo lowered his katanas in shock and a tinge of fear. He took a step back and Shredder advanced. "Ah yes, you can feel it festering inside of you. A need for blood. A need to dominate. A need to feel the pain of others. You are not yourself, Leonardo, or should I say Oroku Leonardo?" He finished with a bark of laughter, seeing his words were deeply affecting the young turtle. "I may die tonight, Leonardo, but my spirit and power will live on through you!" He roared. Leo's grip tightened on his katana and he rushed forward with a wild eye, not caring if he was hit by the Shredder's blade or not. He needed to shut the Shredder up.

Leo slashed angrily and the Shredder held his arms spread out, reveling in the pain and promise of death. Leo's katana tore through the Shredder's bone and armor as if it were butte. His greatest enemy fell before him and his blood sprayed wildly. Leo slashed and slashed and slashed. He ignored the rain. He ignored the blood coating his body. He ignored the pounding pain of his eye. He ignored the blood that streamed from his wounded hands.

_"My spirit and power will live on through you!"_

~.~.~.~.~.~

Raphael was sitting with his shell to a wooden pillar, glancing from the elite's cold dead body to the direction that Leo and the Shredder had gone. It had been a good half-hour since Leo had gone after the Shredder. Raph would have gone to help his brother but his left leg would not allow it. There were three extremely deep holes in his thigh that were covered by Leo's mask. The blood had soaked through the mask and small rivulets of crimson were gently streaming down his leg. Raph shifted uneasily but froze at the sound of steady but light footsteps. He turned his gaze up to the open screen door that led to the garden. His brother's silhouette filled the door frame. Leonardo appeared haggard and bent over. He breathed raggedly and would not take his one eye off the helmet he held in his hands.

Blood dripped steadily Leo's bandaged hands and dried blood covered his body. His skin was more dark crimson than green. His right eye was covered in dried blood as well. Raph, who had seen plenty of bloody disasters and dead corpses, found himself fighting a gagging sensation when he noticed chunks of flesh hanging from the Shredder's helm which was in Leonardo's hands. The Shredder's head was still in the helmet.

After several minutes of shocked silence, Raph struggled to rise and he gargled something. Leo flinched at the sudden movement and the helmet fell from his hands. It clanged as it bounced several times on the floor. His one hazel eye then dropped to bore into Raph. The red-masked turtle wasn't sure whether he preferred his brother staring at the severed head or him. Raph rose precariously, leaning heavily against the wooden pillar. Leo cocked his head to the side, so that he could get a few view of his brother with that one eye. He slowly approached Raphael as the red-masked turtle stared at him.

"Leo, what the hell was that about?" Raph signed with his hands angrily. A smirk slowly formed on Leo's face. "He still remembers the signs that Sensei taught us…" He thought to himself. His smirk quickly vanished at the thought of his father.

"I needed to believe that he was dead." Leo replied stiffly, nodding his head at the now still helmet.

_But I'm not. I live in you._

Leo shook his head and assisted Raphael, letting his still suspicious brother lean on him. They began a slow shambling walk towards a window. Leo gently rested his brother against another wooden pillar and removed a grappling hook from his belt. Leo smashed his padded elbow into the window and it shattered noisily. Leo began swinging the hook, ignoring the tiny shards of glass that made their way past his elbow pad. He suddenly hurled the metal hook through the window, aiming for a water tower. The hook struck true. Leo tugged on the rope, making certain that it was secure. He turned to Raphael after tying the other end of the rope to an overhanging pipe. He turned to Raph. "You go first. Tenjin and the others should be waiting there." Leo said. The red-masked turtle nodded, though his eyes were narrowed and scrutinizing his older brother. Raph limped forward and grabbed hold of the rope. He began swinging down the rope, careful to keep a strong grip.

Leo turned suddenly as there were a series of stomping sounds. His one eye narrowed as a familiar voice rang through the audience chamber. "Get him!" Hun shouted. Leo's head whipped to sight the huge form of Hun pointing at the bloody form of Leonardo. He stood tall, broad-shouldered, and very much alive. Leo's brows furrowed suspiciously. "That's not possible…" He muttered.

_It doesn't matter. Kill him and the others._

Leo quickly unsheathed a katana, holding it in his right hand. He glanced back at Raphael who was nearly across the rope. Leo whispered an apology to his brother before slicing through the rope with a swift flick of his katana. He rolled aside and behind a wooden pillar, narrowly avoiding an arrow that flew out the broken window where he was standing a mere second ago. He glanced back again, releasing a small sigh of relief as he saw his brother standing on the other rooftop looking very much displeased.

A foolish ninja crept up on Leo's left. Leo moved quickly, stabbing his katana through the ninja's forehead with a wet crunch. A smirk formed on his face at the sound.

_Yes! Feel his blood stain your skin! Revel in the easy kill! Teach them a lesson! Teach them to fear you!_

Leo's smirk vanished and his mouth was set in a grim line as he calculated his odds. He glanced past the wooden pillar and ducked back just in time as a wave of shuriken flew at him. Several of the shuriken embedded themselves in the wooden pillar with thuds. One of the metal stars, however, tore through the back of his left hell, ripping the edge of his Achilles' tendon. He bit back a gasp of pain and leaned heavily on the pillar. He reached into his belt and hurled a handful of smoke pellets at the ground. He then smashed the pommel of his katana into the window and rolled aside, near the dead elite's body. He sheathed his katana quickly and removed the tanto from the elite's body. He then retreated into the shadows of the audience chamber.

Once safely in the shadows, he carefully looked over the debilitating wound. It wasn't serious, but, it would deeply affect his balance. His gaze snapped back up as the ninjas began moving about in the smoke. Leo gripped the tanto tightly in his right hand and shuffled forward silently. He came up behind a lone ninja investigating the dead elite's body. Leo stood and covered the ninja's mouth in a quick motion as he dragged his tanto across the ninja's throat. Leo dropped the body and melted back into the shadows.

Hun was cursing loudly now. Leo smirked, his plan was working. He had broken the window to trick his enemies into thinking that he had escaped by leaping out the window. Now he could silently assassinate his foes. Leo slunk through the shadows, both delighted and saddened by the small number of present ninjas.

_Kill them now._

Leo grinned in response to the thought. He had only counted five other ninjas. He could make this fun. Leo, in a crouch, sheared the dead ninja's head from its body. He cut through the neck bone with an audible snapping sound and hurled the head into the center of the room. The five ninjas and Hun jumped before quickly approaching the object. Hun began swearing again while the ninjas' head whipped about to find the source of the gory surprise. Leo took a deep breath, waiting for their guard to lessen and he sprinted forward, catching them by surprise. His tanto whipped out quicker than the ninjas could react.

It was a blur of blood and the flash of gleaming metal. Leo stood still, listening intently. Five bodies dropped to the ground, hands clutching blood-spurting throats. Leo turned to Hun to find the big man running. Leo smirked. "What a coward."

_Kill him._

Leo started forward, limping slightly, but he stopped mid-stride. He shook his head and turned back to the five ninjas with a sadistic grin on his face. "No," He whispered, "I want them to know pain and suffering." He finished, and his grin widened. Leo knelt down, next to the nearest fallen ninja. He smiled at the ninja and knew the human was alive  
still. He thrust his tanto into the ninja's gut, just deep enough to cut through the skin and muscle. The ninja shuddered as Leo cut through the flesh across his abdomen. Leo heard the other four stir angrily. The ninja's entrails began spilling through the hole Leo made and the ninja whimpered as he weakly tried to push them back in. Leo's eye lit up with maddened glee and he tore the ninja's mask off.

All feeling left the turtle's body and his grin disappeared in a flash. He froze and stared. He stared at a young fifteen year old boy's face. He glanced back at the others with a slow fearful turn. They looked just as young as him. Leo's one eye turned back to meet the pain filled gaze of the fifteen year old.

_Give these fools pain and suffering, Leonardo._

Leo ignored the thought and stabbed his tanto into the youngster's heart. The ninja's eyes glassed over and Leo withdrew the blade. Leo stood and began a limp towards the broken window. He slid the bloody tanto back into its sheath on his belt, not bothering to clean the blood off of it.

_What the hell are you doing? Go back and finish them, weakling._

Leo ignored the voice again. His foot brushed up against something cold and metal. He froze in place and looked down to see the Shredder's helmet with pieces of flesh hanging from it. The eyes in the helmet were dead, just staring listlessly at him. Leo bent down and picked it up with shaking hands.

_Leave it… return to the fools…. who opposed you…_

Leo found that the voice seemed weaker, more distant than it had a second ago. He stared into the Shredder's dead eyes and he remained silent as he stared at it in realization. He continued his silence as he moved the helmet under his arm and approached the broken window. Leo closed his eye and allowed his body to fall forward.

The wind whipped painfully at his wounds and the cold rain pelted him heavily. Leo's heart thudded painfully in his chest, as if it knew his body was in a freefall from a skyscraper and planned to escape before he hit the ground.

_What are you doing?_

Leo's eye snapped open, seeing the ground rushing up towards him. He could feel the immense pull of gravity; it threatened to dash him apart. Leo's eye caught sight of a ledge and he angled his legs to bound off of it. He took a deep breath just before his feet made impact on the brick ledge. He bent his knees and made his body as flexible as possible, but bursts of pain erupted in his head. He ignored it and leapt off, redirecting the force of his drop, and onto a lamp post. His chest rose and fell quickly as he gasped for air. He glanced down at his feet and noted that bright blood streamed gently from his ankle as a small white shard poked through his skin. Leo stared, still in shock of his own actions.

"I didn't mean to do that…" He whispered.

_I did._

Leo's brows furrowed. He moved the helmet back into his hands and stared into the dead eyes. "You're not real…" He said.

_Yes I am. There is no point in denying it._

"No, you're dead. There's no possible way you are talking to me. You're just a part of my imagination. Leave me alone."

He was met with silence and the drumming of rain upon the city around him. He clutched the head tightly to his chest. "He's dead. He's dead. He's dead."

* * *

**A/N: Review please, and there is now a sequel called "Shadows On The Wall". It's on my page and I will be updating every weekend.**


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